SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 31, 2013
NEDAK Ethanol, LLC
(Exact Name of registrant as specified in its charter)
Item 2.01. Completion of Acquisition or Disposition of Assets
TIF Lender Notice of Disposition of Collateral
As previously disclosed, as a result of the defaults by NEDAK Ethanol, LLC (the “Company”) under its loan agreements with Arbor Bank, the Company’s tax increment financing lender (the “TIF Lender”), on January 2, 2013, the TIF Lender issued a Notice of Disposition of Collateral (“Disposition Notice”) notifying the Company that the TIF Lender intended to exercise its right to sell in public all of the Company’s right, title and interest in and to that certain United States of America, State of Nebraska, City of Atkinson, Taxable Tax Increment Revenue Note (NEDAK Ethanol L.L.C. Project) Series 2007A, in the original principal amount of $6,864,000, dated as of June 19, 2007, executed by the City of Atkinson, Nebraska, to and in favor of the Company (the “City TIF Note”). The City of Atkinson, Nebraska issued the City TIF Note to the Company to reimburse the Company for certain infrastructure improvements relating to the Company's plant.
In accordance with the Disposition Notice, a sheriff’s sale was held on January 18, 2013 at 1:30 p.m. inside the front door of the Holt County Courthouse in O’Neil, Nebraska and the TIF Lender submitted a credit bid for the City TIF Note in the amount of $2,995,000. There were no other bidders for the City TIF Note.
Senior Lender Foreclosure Sale
As previously disclosed, as a result of the defaults by the Company under its loan documents with AgCountry Farm Credit Services, FLCA (the “Senior Lender”), the trustee for the Senior Lender exercised its right to foreclose on the trust property pursuant to the Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement, as amended (the “Deed of Trust”) which secured the indebtedness under the Senior Lender loan documents. Also as previously disclosed, the Senior Lender exercised its right to sell certain personal and fixture property pledged by the Company to secure the indebtedness under the Senior Lender loan documents under one or more security agreements, including, without limitation, the Security Agreement dated February 14, 2007 between the Company and the Senior Lender.
A sheriff’s sale was held at 2:00 p.m. on January 22, 2013 inside the front door of the Holt County Courthouse in O’Neil, Nebraska. Choice Ethanol Holding, LLC, a new entity formed by the Senior Lender, purchased the (i) deed of trust property which includes the plant site, the transload site, the Company’s leased property and easements as described in more detail in the Deed of Trust (the “Deed of Trust Property”) and (ii) personal and fixed property collateral, including, without limitation, all inventory, equipment, instruments (including notes), letter-of-credit rights, deposit accounts, securities and other investment property, commercial tort claims, contract rights or rights to the payment of money, and all general intangibles, including, without limitation, patents, trademarks, trade names, copyrights, software, customer lists, goodwill, leases, leasehold interests, license, permits and agreements of any kind or nature whatsoever (the “Personal Property Collateral”) for $22,000,000. There were no other bidders for the Deed of Trust Property or Personal Property Collateral.
The public sales of the City TIF Note, Deed of Trust Property and Personal Property Collateral constitute a sale of all of the assets of the Company. As a result, the Company has no further assets or monies available to distribute to its members or to pay creditors including the remaining amounts outstanding under the Company’s loan agreements with the Senior Lender and the TIF Lender. The Company will not resume operations and will commence the winding-up process. There will be no further activities of the Company other than those related to the wind-down process.
Item 5.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 31, 2013, the following individuals resigned their positions with the Company; however, no individual resigned as a result of any disagreement with the Company, its Board of Directors or its management:
The only remaining officers and directors of the Company are Jerome Fagerland, director and the Company’s President and Chief Executive Officer, and David Neubauer, director, who will continue to serve as directors and/or officers of the Company until the Company has completed the winding-up process and the Company has been dissolved. There will be no further activities of the Company or the remaining officers and directors other than those related to the wind-down process.
Item 7.01. Regulation FD Disclosure
On January 31, 2013, the Company mailed a letter to its members. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The foregoing information (including the exhibits hereto) is being furnished under “Item 7.01- Regulation FD Disclosure.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
The filing of this report and the furnishing of this information pursuant to Item 7.01 do not mean that such information is material or that disclosure of such information is required.
Item 9.01. Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.