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EX-5.1 - EX-5.1 - CHS INCa2216737zex-5_1.htm
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As filed with the Securities and Exchange Commission on September 19, 2013

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CHS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Minnesota
(State or other jurisdiction of
incorporation or organization)
  41-0251095
(I.R.S. Employer
Identification Number)
  5150
(Primary Standard Industrial
Classification Code Number)
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
(651) 355-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
  Lisa Zell
Executive Vice President and General Counsel
CHS Inc.
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
(651) 355-6831
Fax (651) 355-4554
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:

David P. Swanson
Shawna L.F. Anderson
Dorsey & Whitney LLP
50 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-2600
Fax (612) 340-2868

 

Edward F. Petrosky
Samir A. Gandhi
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300
Fax (212) 839-5599

                 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

                 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

                 If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-190019

                 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

                 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

                 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

CALCULATION OF REGISTRATION FEE

 
Title of Each Class of Securities
to be Registered

  Number of Shares to be Registered(1)
  Proposed Maximum Offering Price per Share
  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee

 
Class B Cumulative Redeemable Preferred Stock, Series 1   1,500,750   $25.00   $37,518,750   $5,118
 
(1)
Includes shares of Class B Cumulative Redeemable Preferred Stock, Series 1, which may be purchased by the underwriters to cover their over-allotment option to purchase additional shares of Class B Cumulative Redeemable Preferred Stock, Series 1.

(2)
Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Based on the public offering price per share.

                 This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.

   


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

              This Registration Statement is being filed with respect to the registration of additional shares of Class B Cumulative Redeemable Preferred Stock, Series 1, of CHS Inc. pursuant to Rule 462(b) under the Securities Act of 1933. The contents of the earlier Registration Statement on Form S-1 (File No. 333-190019), which was declared effective by the Securities and Exchange Commission on September 17, 2013, are incorporated in this Registration Statement by reference.

              The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.



SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Inver Grove Heights, State of Minnesota, on September 19, 2013.

    CHS Inc.

 

 

By:

 

/s/ LISA ZELL

Lisa Zell
Executive Vice President and General Counsel

              Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 19, 2013.

Name
 
Title

 

 

 

 

 
*

Carl M. Casale
  President and Chief Executive Officer (Principal Executive Officer)

*

Timothy Skidmore

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

*

Theresa Egan

 

Vice President, Accounting and Corporate Controller (Principal Accounting Officer)

*

David Bielenberg

 

Director and Chairman of the Board of Directors

*

Donald Anthony

 

Director

*

Robert Bass

 

Director

*

Clinton J. Blew

 

Director

*

Dennis Carlson

 

Director

2


Name
 
Title

 

 

 

 

 
*

Curt Eischens
  Director

*

Jon Erickson

 

Director

*

Steve Fritel

 

Director

*

Jerry Hasnedl

 

Director

*

David Johnsrud

 

Director

*

David Kayser

 

Director

*

Randy Knecht

 

Director

*

Greg Kruger

 

Director

*

Edward Malesich

 

Director

*

Steve Riegel

 

Director

*

Daniel Schurr

 

Director

3


Name
 
Title

 

 

 

 

 
By:   /s/ LISA ZELL

Lisa Zell
Attorney in Fact
   

*
Executed pursuant to a power of attorney filed as an exhibit to this Registration Statement

4


Exhibit Number   Description
5.1   Opinion of Dorsey & Whitney LLP

23.1

 

Consent of Independent Registered Public Accounting Firm

23.2

 

Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

24.1

 

Power of Attorney (Incorporated by reference to the registrant's Registration Statement on Form S-1 (File No. 333-190019), filed July 18, 2013)

24.2

 

Power of Attorney for Timothy Skidmore (Incorporated by reference to Amendment No. 1 to the registrant's Registration Statement on Form S-1 (File No. 333-190019), filed September 3, 2013)

5




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SIGNATURES