Attached files
| file | filename |
|---|---|
| EX-99.1 - Otter Tail Ag Enterprises, LLC | v164400_ex99-1.htm |
| EX-99.2 - Otter Tail Ag Enterprises, LLC | v164400_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): October 30, 2009
OTTER TAIL AG ENTERPRISES,
LLC
(Exact
Name of Registrant as Specified in Its Charter)
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Minnesota
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000-53042
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41-2171784
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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24096 -
170th Avenue
Fergus
Falls, MN 56537-7518
(Address
of Principal Executive Offices)(Zip Code)
(218)
998-4301
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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TABLE OF
CONTENTS
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Item
1.03
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Bankruptcy
or Receivership
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Item
2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
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Item
7.01
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Regulation
FD Disclosure
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Item
9.01
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Financial
Statements and Exhibits
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Item
1.03 Bankruptcy or Receivership
On
October 30, 2009, Otter Tail Ag Enterprises, LLC (the “Debtor”
or the “Company”) filed a voluntary petition for relief in the United
States Bankruptcy Court, District of Minnesota (the “Bankruptcy Court”) under
Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the “Code”). The Debtor’s
negotiated Chapter 11 bankruptcy filing, In re: Otter Tail AG Enterprises, LLC,
was done with the approval of its senior lenders.
Under
Chapter 11, certain claims in existence prior to the Debtor’s filing of the
petition for relief under the U.S. Bankruptcy Code are stayed while the Debtor
continues business operations as a debtor-in-possession. The Debtor will
continue to operate its business as debtor-in-possession under the jurisdiction
of the Bankruptcy Court and in accordance with the applicable provisions of the
Code.
While no
trustee, examiner, or official committee has been appointed, there can be no
assurance that the Debtor will remain in possession of its assets and control of
its business as debtor-in-possession and that a trustee will not be appointed to
operate the business of the Debtor. The Debtor’s business relationships
and arrangements, and its ability to negotiate future business agreements or
arrangements may be affected negatively by its bankruptcy filing. In addition,
there can be no assurance that the Debtor will successfully emerge from Chapter
11 protection, or will emerge with the ability to continue its business in the
same manner in which it operated prior to the bankruptcy filing.
A copy of
the news release, dated October 31, 2009, announcing the bankruptcy filing is
attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Item 2.04.
Triggering Events That
Accelerate or Increase a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
The
Chapter 11 bankruptcy filing described in Item 1.03 above constitutes an event
of default under the Company’s master loan agreement with Agstar Financial
Services, PCA, its construction and term loan agreement with MMCDC New Markets
Fund II, LLC (collectively, the parties are the “Secured Creditors”), and its
capital lease with Otter Tail County, Fergus Falls, Minnesota (the
“County”). On October 30, 2009 all obligations under the
aforementioned agreements became automatically and immediately due and
payable. However, the ability of the Secured Creditors and County to seek
remedies to enforce their rights under the agreements is automatically stayed as
a result of the filing of the Chapter 11 petition. The automatic stay
invoked by the filing of the Chapter 11 petition effectively precludes any
actions by the Company’s Secured Creditors and County to collect, assert, or
recover a claim against the Debtor, subject to the applicable provisions of the
Code and orders granted by the Bankruptcy Court.
Item 7.01 Regulation FD
Disclosure
On
October 30, 2009, the Company mailed a letter to the Company’s members
containing information on the Company’s negotiated Chapter 11 bankruptcy filing
and strategy for the future. The letter to members is attached to this current
report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. On
October 31, 2009, the Company released a news release containing information on
the Company’s negotiated Chapter 11 bankruptcy filing. The news release is
attached to this current report on Form 8-K as Exhibit 99.2 and is incorporated
herein by reference.
This
portion of this current report on Form 8-K is being furnished pursuant to Item
7.01 Regulation FD Disclosure. The information furnished is not deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
is not subject to the liabilities of that section and is not deemed incorporated
by reference in any filing under the Securities Act of 1933, as
amended.
Item 9.01
Financial Statements and Exhibits
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(a)
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None.
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(b)
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None.
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(c)
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None.
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(d)
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Exhibit
No.
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Description
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99.1
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Letter
to members dated October 30, 2009.
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| 99.2 | News release dated October 31, 2009. |
Forward-Looking
Statements:
This Form
8-K and the attached exhibit contains forward-looking statements that are
subject to various assumptions, risks and uncertainties. It should be read in
conjunction with the “Forward-Looking Statements” sections in the Company’s
annual report on Form 10-K for the fiscal year ended September 30, 2008, as
amended, and its quarterly reports on Form 10-Q, and in conjunction with other
SEC reports filed by the Company that discuss important factors that could cause
actual results to differ materially. The Company expressly disclaims any current
intention to update any forward-looking statements contained in this report as a
result of new information or future events or developments.
SIGNATURES
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.
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Otter
Tail Ag Enterprises
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Date:
November 2, 2009
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By /s/ Anthony Hicks
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Name:
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Anthony
Hicks
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Title:
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Chief
Executive Officer and Chief Financial Officer
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