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NEDAK ETHANOL, LLC Form 8-K: Current report

NEDAK ETHANOL, LLC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2013-01-31: Form 8-K; Period of report 2013-01-31; Description 2.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant; 7.01 Regulation FD Disclosure; Details 2.01.
  • 2013-01-18: Form 8-K; Period of report 2013-01-18; Description 8.01 Other Events; Details 8.01.
  • 2013-01-08: Form 8-K; Period of report 2013-01-08; Description 8.01 Other Events; Details 8.01.
  • 2012-12-13: Form 8-K; Period of report 2012-12-13; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2013-01-318-K2013-01-312.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant; 7.01 Regulation FD Disclosure2.01 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”).
5.01 · Everett Vogel resigned from his positions as Chairman of the Board, Vice President and director of the Company (including all positions on all Board of Director committees on which he served).
7.01 On January 31, 2013, the Company mailed a letter to its members.
form8k_013013.htm
2013-01-188-K2013-01-188.01 Other Events8.01 As previously disclosed, NEDAK Ethanol, LLC (the “Company”) is in default under its loan agreements with both its senior lender, AgCountry Farm Credit Services, FLCA (the “Senior Lender”), and its tax increment financing lender, Arbor Bank (the “TIF Lender”) and both the Senior Lender and the TIF lender have accelerated the repayment of all amounts due under the respective loan agreements and informed the Company that they intend to exercise their remedies under the respective loan agreements and take such actions as deemed necessary or desirable to protect their interest in the collateral which includes all or substantially all of the assets of the Company.form8k_011813.htm
2013-01-088-K2013-01-088.01 Other Events8.01 As previously disclosed, NEDAK Ethanol, LLC (the “Company”) is in default under its loan agreements with both its senior lender, AgCountry Farm Credit Services, FLCA (the “Senior Lender”), and its tax increment financing lender, Arbor Bank (the “TIF Lender”) and both the Senior Lender and the TIF lender have accelerated the repayment of all amounts due under the respective loan agreements and informed the Company that they intend to exercise their remedies under the respective loan agreements and take such actions as deemed necessary or desirable to protect their interest in the collateral which includes all or substantially all of the assets of the Company.form8k_010713.htm
2012-12-138-K2012-12-138.01 Other Events8.01 As previously disclosed, NEDAK Ethanol, LLC (the “Company”) is in default under its loan agreements with both its senior lender, AgCountry Farm Credit Services, FLCA (the “Senior Lender”), and its tax increment financing lender, Arbor Bank (the “TIF Lender”) and both the Senior Lender and the TIF lender have accelerated the repayment of all amounts due under the respective loan agreements and informed the Company that they intend to exercise their remedies under the respective loan agreements and take such actions as deemed necessary or desirable to protect their interest in the collateral which includes all or substantially all of the assets of the Company.form8k_121212.htm
2012-10-128-K2012-10-122.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement2.04 On October 8, 2012, the Senior Lender recorded a Substitution of Trustee which replaced Lawyers Title Insurance Corporation, the original trustee under the Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated February 14, 2007 between the Company, the Senior Lender and the trustee, as amended by that certain First Amendment dated December 13, 2007 and that certain Second Amendment dated December 31, 2011 (the “Deed of Trust”), which secures the indebtedness under the Senior Loan Documents, with Richard P. Garden, Jr. as the substitute trustee.form8k_101112.htm
2012-08-228-K2012-08-221.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On August 16, 2012, NEDAK Ethanol, LLC (the “Company”) entered into a Collateral Maintenance and Preservation Agreement (the “Agreement”) with AgCountry Farm Credit Services, FLCA (the “Senior Lender”).
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the Agreement is incorporated by reference into this Item 2.03 as if fully set forth herein.
form8k_082212.htm
2012-07-058-K2012-06-292.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement2.04 NEDAK Ethanol, LLC (the “Company”) is a party to a Loan Agreement dated June 19, 2007 (the “Original TIF Loan Agreement”) with Arbor Bank (the “TIF Lender”) as amended and supplemented by that certain First Amendment to Loan Agreement between the Company and the TIF Lender dated December 31, 2011 (the “First Amendment” and together with the Original TIF Loan Agreement and the Amended and Restated Promissory Note (the “Restated Note”) issued December 31, 2011 pursuant to the First Amendment, the “TIF Loan Documents”).form8k_070512.htm
2012-06-268-K2012-06-265.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 (b) On June 20, 2012,Tim Borer resigned from his positions as Principal Financial Officer, Principal Accounting Officer, Secretary and Treasurer of NEDAK Ethanol, LLC (the “Company”).
5.07 The Company held its 2012 Annual Meeting of Members on June 20, 2012 (the “Annual Meeting”).
form8k_062612.htm
2012-06-208-K2012-06-202.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure2.04 On June 19, 2012, the Company received a notice of continuing default and a demand for payment from the Senior Lender (the “Lender Notice”) in response to its receipt of the Company Default Notice.
7.01 On June 20, 2012, the Company will hold its 2012 Annual Meeting of Members in Atkinson, Nebraska (the “Annual Meeting”) and a copy of the presentation to be used in connection with the Annual Meeting is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
form8k_062012.htm
2012-06-158-K2012-06-152.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events2.04 NEDAK Ethanol, LLC (the “Company”) is a party to an Amended and Restated Credit Agreement dated December 31, 2011 (the “Restated Credit Agreement”) with AgCountry Farm Credit Services, FLCA (the “Senior Lender”) and the First Supplement to the Amended and Restated Master Credit Agreement between the Company and the Senior Lender dated December 31, 2011 (the “First Supplement” and together with the Restated Credit Agreement, the “Senior Credit Agreement”).
8.01 On June 15, 2012, the Company issued a press release announcing a temporary halt in production.
form8k_061512.htm
2012-04-248-K2012-04-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Departure of Directors or Certain Officers; Election of Directors; appointment of Certain Officers; Compensatory Arrangements of Certain Officers.form8k_042412.htm
2012-01-248-K2012-01-243.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure3.03 The information set forth in Item 5.03 of this Current Report on Form 8-K under the heading is incorporated by reference into this Item 3.03 as if fully set forth herein.
5.03 As previously disclosed in the Current Report on Form 8-K filed by NEDAK Ethanol, LLC (the “Company”) on January 6, 2012, the Board of Directors of the Company adopted the Fourth Amended and Restated Operating Agreement effective as of December 31, 2011 (the “Fourth Amended Operating Agreement”) in connection with the closing of its private offering of up to 1,500 Class B Preferred Membership Units (the “Class B Units”) at $10,000 per unit (the “Class B Offering”) as set forth in the Private Placement Memorandum dated April 7, 2011, as supplemented July 20, 2011 and December 23, 2011 (the “Memorandum”).
7.01 On January 24, 2012, Ascendant Partners, Inc. issued a press release announcing the completion of the capital restructuring of the Company, including the completion of the Class B Offering and the successful restructuring of the Company’s senior credit facility and its loan related to its tax increment financing, a copy of which is furnished as Exhibit 99.1 hereto.
form8k_012412.htm
2012-01-068-K2012-01-061.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Asset Management Agreement” is incorporated by reference into this Item 2.01, as if fully set forth herein.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K under the headings “Amended and Restated Master Credit Agreement with the Senior Lender” and “First Amendment to Loan Agreement with the TIF Lender” is incorporated by reference into this Item 2.03, as if fully set forth herein.
3.02 Pursuant to the Class B Offering described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated into this Item 3.02 by reference, on December 31, 2011, the Company sold 1,052.50 Class B Units of the Company at a price of $10,000 per unit for an aggregate purchase price of $10,525,000.
5.02 Effective January 1, 2012, Paul Seger and Gerald Winings, directors of the Company with terms ending in 2013 (the “2013 Director Class”) resigned as directors of the Company in the 2013 Director Class.
5.03 One of the Escrow Release Conditions for the Class B Offering was the adoption of a Fourth Amended and Restated Operating Agreement (the “Fourth Amended Operating Agreement”) creating the Class B Units as a new class of securities in the Company and setting forth the rights and preferences applicable to the Class B Units.
7.01 On January 6, 2012, the TBF issued a joint press release announcing the execution of the Asset Management Agreement, a copy of which is furnished as Exhibit 99.1 hereto.
form8k_010612.htm
2011-03-028-K2011-03-028.01 Other Events8.01 NEDAK Ethanol, LLC issued a press release on March 2, 2011 regarding a fire at its ethanol plant.form8k_030211.htm
2010-09-098-K2010-09-072.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement2.04 On June 19, 2007, NEDAK Ethanol, LLC (the “Company”) issued a promissory note in the amount of $8,864,000 (the “Note”) to Arbor Bank (the “Bank”), with a maturity date of December 1, 2021.form8k_090910.htm
2010-03-248-K2010-03-191.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.form8k_032310.htm
2010-01-058-K2010-01-051.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.form8k_010510.htm
2009-09-048-K2009-09-028.01 Other Eventsform8k_090409.htm
2009-06-298-K2009-06-249.01 Financial Statements and Exhibitsform8k_062909.htm
2009-03-098-K2009-03-093.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events3.03 The information set forth in Item 5.03 below is incorporated herein by reference.
5.03 On March 4, 2009, the Board of Directors (the “Board”) of NEDAK Ethanol, LLC (the “Company”) adopted a Third Amended and Restated Operating Agreement (the “Revised Agreement”) pursuant to Section 8.1 of the Company’s Second Amended and Restated Operating Agreement dated July 18, 2007 (the “2007 Agreement”).
7.01 The Company’s Board of Directors determined that in order to raise capital necessary to fully commence operations and to fund its hedging strategy, it would need to offer a class of securities which has preferential terms versus its outstanding units.
8.01 The information contained in Item 7.01 of this current report on Form 8-K is incorporated herein by reference.
form8k_030909.htm
2008-12-298-K2008-12-297.01 Regulation FD Disclosure; 8.01 Other Eventsform8k_122908.htm
2008-12-238-K2008-12-234.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Reviewform8k_122308.htm
2008-10-218-K2008-10-218.01 Other Eventsform8k_102108.htm
2008-08-068-K2008-08-061.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosureform8k_080608.htm
2008-04-158-K2008-04-151.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Eventsform8k_041108.htm
2008-03-148-K2008-03-131.01 Entry into a Material Definitive Agreementform8k_031308.htm
2008-02-268-K2008-02-265.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yearform8k_022608.htm
2008-01-078-K2008-01-078.01 Other Eventsform8k_010708.htm
2007-12-048-K/A2007-02-209.01 Financial Statements and Exhibitsform8ka_120307.htm
2007-11-028-K2007-11-021.01 Entry into a Material Definitive Agreementform8k_110207.htm
2007-07-258-K2007-07-251.01 Entry into a Material Definitive Agreementform8k_072507.htm
2007-07-238-K2007-07-233.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yearform8k_072307.htm
2007-07-168-K2007-07-161.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrantform8k_071607.htm
2007-06-258-K2007-06-221.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrantform8k_062507.htm
2007-02-218-K2007-02-201.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrantform8k_021607.htm
2007-01-238-K2007-01-235.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yearform8k_012307.htm