As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/16/06  Advanced BioEnergy, LLC           8-K:1,9     5/11/06    3:994K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report of Material Events or Corporate      HTML     26K 
                          Changes                                                
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML    683K 
                          Liquidation or Succession                              
 3: EX-99       Miscellaneous Exhibit                               HTML     12K 

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

 

May 11, 2006

Date of report (Date of earliest event reported)

 

ADVANCED BIOENERGY, LLC

(Exact Name of Registrant as Specified in its Charter)

 

 

Telephone Number: (402) 759-3773

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instruction A.2. below):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01                                             Entry Into a Material Definitive Agreement.

 

On May 11, 2006, we entered into an Agreement and Plan of Merger that provides, among other things, for our wholly owned subsidiary to be merged with and into Indiana Renewable Fuels, LLC, an Indiana limited liability company. As a result of the merger, the outstanding membership units of Indiana Renewable Fuels will be converted, at the election of each individual holder of Indiana Renewable Fuels membership units, into the right to receive either: (a) 500 membership units in our company or (b) $5,000 in cash; provided that, in the aggregate, Indiana Renewable Fuels’ members must elect to receive at least 250,000 membership units in our company.

 

We also entered into voting agreements with the directors of Indiana Renewable Fuels. Under the voting agreements, these persons gave us an irrevocable proxy to vote, and they agreed to vote, their Indiana Renewable Fuels membership units in favor of the merger and agreed that they will not solicit votes in favor of another acquisition transaction. We agreed to provide two members of Indiana Renewable Fuels with the right to observe meetings of our board of directors.

 

The consummation of the merger is subject to customary conditions, including approval by the members of Indiana Renewable Fuels.

 

The issuance of our membership units to the Indiana Renewable Fuels’ members in the merger is intended to be exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof and such other available exemptions. Our membership units may not be offered or sold in the United States unless they are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. No registration statement covering these securities has been filed with the United States Securities and Exchange Commission or with any state securities commission.

 

A copy of the merger agreement is filed as an exhibit to this report. Reference is made to the merger agreement for a full statement of the terms and conditions of the merger.

 

An additional discussion of the merger agreement and the merger is provided in our press release of May 16, 2006, which is attached as an exhibit to this report and incorporated by reference into this Item 1.01.

 

Item 9.01                                             Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

2                                          Agreement and Plan of Merger by and among Advanced BioEnergy, LLC, IRF Acquisition, LLC and Indiana Renewable Fuels, LLC dated May 11, 2006

 

99                                    Press Release dated May 16, 2006

 

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