(Date
of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. ¨
Note. Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover
page shall be filled out for a reporting person's initial filing on this form
with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
1
13D
1.
NAME
OF REPORTING PERSONS
Hawkeye
Energy Holdings, LLC
2.
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
3.
SEC
USE ONLY
4.
SOURCE
OF
FUNDS WC
5.
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
¨
6.
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
7.
SOLE
VOTING POWER* -0-
8.
SHARED
VOTING POWER* 8,505,224
9.
SOLE
DISPOSITIVE POWER* -0-
10.
SHARED
DISPOSITIVE POWER* 8,505,224
11.
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
8,505,224
12.
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN
SHARES [X]
13.
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)† 34.4%
14.
TYPE
OF REPORTING
PERSON OO
*See Item
5.
† Based
on 17,814,180 units of membership interest outstanding as of May 10, 2010, as
reported by Advanced BioEnergy, LLC (“Issuer”) in its Quarterly Report on Form
10-Q for the quarter ended March 31, 2010 on May 10, 2010, plus 6,900,000 units
issued in the Issuer’s most recent private placement, as described on the Form
8-K filed by the Issuer on June 22, 2010.
2
1.
NAME
OF REPORTING PERSONS
THL
Equity Advisors VI, LLC
2.
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
3.
SEC
USE ONLY
4.
SOURCE
OF
FUNDS OO
5.
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
¨
6.
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
7.
SOLE
VOTING POWER* -0-
8.
SHARED
VOTING POWER* 8,505,224
9.
SOLE
DISPOSITIVE POWER* -0-
10.
SHARED
DISPOSITIVE POWER* 8,505,224
11.
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
8,505,224
12.
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN
SHARES [X]
13.
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)† 34.4%
14.
TYPE
OF REPORTING
PERSON OO
*See Item
5.
† Based
on 17,814,180 units of membership interest outstanding as of May 10, 2010, as
reported by Advanced BioEnergy, LLC (“Issuer”) in its Quarterly Report on Form
10-Q for the quarter ended March 31, 2010 on May 10, 2010, plus 6,900,000 units
issued in the Issuer’s most recent private placement, as described on the Form
8-K filed by the Issuer on June 22, 2010.
3
1.
NAME
OF REPORTING PERSONS
Thomas
H. Lee Advisors, LLC
2.
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
3.
SEC
USE ONLY
4.
SOURCE
OF
FUNDS OO
5.
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
¨
6.
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
7.
SOLE
VOTING POWER* -0-
8.
SHARED
VOTING POWER* 8,505,224
9.
SOLE
DISPOSITIVE POWER* -0-
10.
SHARED
DISPOSITIVE POWER* 8,505,224
11.
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
8,505,224
12.
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN
SHARES [X]
13.
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)† 34.4%
14.
TYPE
OF REPORTING
PERSON OO
*See Item
5.
† Based
on 17,814,180 units of membership interest outstanding as of May 10, 2010, as
reported by Advanced BioEnergy, LLC (“Issuer”) in its Quarterly Report on Form
10-Q for the quarter ended March 31, 2010 on May 10, 2010, plus 6,900,000 units
issued in the Issuer’s most recent private placement, as described on the Form
8-K filed by the Issuer on June 22, 2010.
4
Explanatory
Note:
This
Amendment 6 is being filed by the Reporting Persons in connection with the
private placement of units of membership interest (“Units”) of Advanced
BioEnergy, LLC, a Delaware limited liability company (the “Issuer”) to parties,
including the Reporting Persons, as reported on the Issuer’s Current Report on
Form 8-K filed June 22, 2010. As a result of such private placement,
the total outstanding number of securities of the Issuer has increased, and the
Reporting Persons were issued 5,171,981 Units. Also, in connection
with such private placement, certain persons other than the Reporting Persons
party to the Amended and Restated Voting Agreement described in more detail in
Items 4 and 6 below acquired additional Units.
Item
1. Security and Issuer.
Item 1 is
hereby amended and restated to read in its entirety as follows:
This
Sixth Amendment to the Statement on Schedule 13D (“Amendment 6”) constitutes the
sixth amendment to the Schedule 13D originally filed by the Reporting Persons
with the Securities and Exchange Commission on September 9, 2009 (the “Schedule
13D”) as amended by that First Amendment dated September 21, 2009 (“Amendment
1”), that Second Amendment dated September 25, 2009 (“Amendment 2”), that Third
Amendment Dated October 5, 2009 (“Amendment 3”), that Fourth Amendment dated
April 8, 2010 (“Amendment 4”) and that Fifth Amendment dated June 7, 2010
(“Amendment 5”). This Amendment 6 is being filed jointly on behalf of
the Reporting Persons (as defined below in Item 2) with respect to the units of
membership interest (“Units”) of Advanced BioEnergy, LLC, a Delaware limited
liability company (the “Issuer”). The Issuer’s principal executive
offices are located at 10201 Wayzata Boulevard, Suite 250, Minneapolis,
Minnesota55305.
Except as
specifically amended by this Amendment 6, the Schedule 13D as amended by
Amendment 1, Amendment 2, Amendment 3, Amendment 4 and Amendment 5 remains in
full force and effect. Capitalized terms used herein but not
otherwise defined shall have the meaning set forth in the Schedule
13D.
Item
2. Identity and Background.
Item 2(a)
is hereby amended and restated to read in its entirety as follows:
(a) This
Schedule 13D, as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4,
Amendment 5 and Amendment 6 is being filed jointly on behalf of the following
persons (collectively, the “Reporting Persons”): (1) Hawkeye Energy Holdings,
LLC, a Delaware limited liability company (“Hawkeye”); (2) THL Equity Advisors
VI, LLC, a Delaware limited liability company (“Advisors VI”); and (3) Thomas H.
Lee Advisors, LLC, a Delaware limited liability company (“THL
Advisors”).
5
The
Reporting Persons, Ethanol Investment Partners (“EIP”), South Dakota Wheat
Growers Association (“SDWG”), and certain members of the Issuer board of
directors may be deemed to be a “group” pursuant to Rule 13d-5(b)(1) promulgated
under the Securities Exchange Act of 1934 as a result of entering into the
Amended and Restated Voting Agreement described in more detail in Items 4, 5 and
6 in the Schedule 13D as amended by Amendment 1, Amendment 2, Amendment 3,
Amendment 4, Amendment 5 and Amendment 6. The Reporting Persons do
not expressly affirm membership in a group, however, and the Reporting Persons
have agreed to vote with the other Voting Agreement parties for the sole
purposes set forth in the Voting Agreement. The Reporting Persons
disclaim beneficial ownership of the Units held by EIP, SDWG and certain members
of the Issuer board of directors party to the Voting
Agreement. Neither the filing of this Schedule 13D, as amended by
Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5 and Amendment 6,
nor any of its contents shall be deemed to constitute an admission that the
Reporting Persons or any of their respective affiliates are the beneficial
owners of any of Units beneficially owned by EIP, SDWG and any members of the
Issuer board of directors party to the Voting Agreement for purposes of Section
13(d) of the Exchange Act or for any other purpose. It is the
understanding of the Reporting Persons that EIP, SDWG and the members of the
Issuer board of directors party to the Voting Agreement have made or will make
separate filings pursuant to the Act to report their respective beneficial
ownership, and/or that this beneficial ownership will be reported by the Issuer
in its required public filings. Based on such filings, as of the date
hereof, the parties to the Voting Agreement hold in the aggregate approximately
58.8% of the outstanding units of the Issuer. The cover pages to this
Schedule 13D, as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4,
Amendment 5 and Amendment 6, only report information on the Reporting Persons
identified in this Item 2.
Advisors
VI is the General Partner of certain members of Hawkeye which collectively hold
a majority of the membership units in Hawkeye. THL Advisors is the
general partner of the sole member of Advisors VI. Hawkeye is managed
by a Board of Managers consisting of Scott Sperling, Thomas Hagerty, Soren
Oberg, Joshua Nelson, Andrew Leitch and Bruce Rastetter (the “Hawkeye
Managers”).
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is
hereby amended and restated to read in its entirety as follows:
On August28, 2009 (the “Closing Date”), Hawkeye paid an aggregate purchase price of
$3,300,000 to acquire 2,200,000 units of the Issuer (the “Initial Transaction”)
pursuant to that certain subscription agreement, between Hawkeye and the Issuer,
dated as of August 21, 2009 (the “First Subscription Agreement”) and that
certain Side Letter from the Issuer, dated as of August 21, 2009 (the “Initial
Side Letter”) attached hereto as Exhibits 1 and 2 and incorporated by
reference. On September 17, 2009, Hawkeye submitted a subscription
agreement (the “Second Subscription Agreement”) for an additional 1,133,333
Units of the Issuer valued at $1,699,999.50 (the “Second Transaction”),
and
6
the
Issuer and Hawkeye entered into that certain Amendment to the Side Letter from
the Issuer (the “Side Letter Amendment,” and together with the Initial Side
Letter, the “Side Letter”), attached hereto as Exhibits 6 and 7 and incorporated
by reference. The 1,133,333 Units were issued to Hawkeye on September23, 2009. On April 7, 2010, Hawkeye entered into that certain
Backstop Commitment Agreement attached hereto as Exhibit 8 and incorporated by
reference, which contemplated that Hawkeye would purchase its pro rata share of
up to $10 million Units, and additional offered Units not purchased by other
offerees, in a private placement. In connection with that Backstop
Commitment Agreement, Hawkeye submitted a subscription agreement for an
additional 5,171,891 Units of the Issuer (for the price $7,757,836.50), dated as
of June 4, 2010 (the “Third Subscription Agreement” and together with the First
Subscription Agreement and Second Subscription Agreement, the “Subscription
Agreements”) attached hereto as Exhibit 9 and incorporated by reference. The
5,171,891 Units were issued to Hawkeye on June 18, 2010 (the “Third
Transaction,” and together with the Initial Transaction and the Second
Transaction, the “Transaction”). The
description of the Subscription Agreements and Side Letter in this Schedule 13D,
as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5
and Amendment 6 does not purport to be complete, and is qualified in its
entirety by reference to such agreements. The funds used by the Hawkeye to pay
such subscription amounts were obtained from cash.
Item
5. Interest in Securities of the Issuer.
Item 5 is
hereby amended and restated to read in its entirety as follows:
(a)-(b)
The
response to Item 4 of this Schedule 13D, as amended by Amendment 1, Amendment 2,
Amendment 3, Amendment 4, Amendment 5 and Amendment 6, is incorporated herein by
reference. As of the date hereof, the Reporting Persons collectively
own 8,505,224 Units (34.4%) of the membership interests in the
Issuer.
By virtue
of the relationships among the Reporting Persons described herein, the Reporting
Persons may be deemed to share beneficial ownership with respect to the Units
reported herein. Except to the extent of a pecuniary interest
therein, each of the Advisors VI and THL Advisors expressly disclaim the
existence of such beneficial ownership.
Hawkeye
has direct beneficial ownership of 8,505,224 Units, or approximately 34.4% of
the outstanding membership interests in the Issuer. Hawkeye may be
deemed to share with THL Advisors and Advisors VI voting and dispositive power
with respect to such Units.
Advisors
VI, as the general partner of certain members of Hawkeye which together hold a
majority of Hawkeye’s outstanding membership interests, may be deemed to be the
beneficial owner, or to hold shared voting or dispositive power, of the
8,505,224 Units, or approximately 34.4% of the outstanding membership interests
in the Issuer. THL
7
Advisors,
as the general partner of the sole member of Advisors VI, may be deemed to share
voting and dispositive power with respect to such Units.
THL
Advisors, as the general partner of the sole member of Advisors VI, may be
deemed to be the beneficial owner, or to hold shared voting or dispositive
power, of the 8,505,224 Units, or approximately 34.4% of the outstanding
membership interests in the Issuer.
As a
result of the matters described in Item 4 above and Item 6 of this Schedule 13D,
as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5
and Amendment 6, the Reporting Persons may be deemed to constitute a “group,”
within the meaning of Section 13(d)(3) of the Exchange Act, with EIP, SDWG and
the members of the Issuer board of directors. The Reporting Persons
do not expressly affirm membership in a group, however, and the Reporting
Persons will vote with the other Voting Agreement parties for the sole purposes
set forth in the Voting Agreement. The Reporting Persons disclaim
beneficial ownership of the Units held by EIP, SDWG and any members of the
Issuer board of directors. Neither the filing of this Schedule 13D,
as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5
and Amendment 6, nor any of its contents shall be deemed to constitute an
admission that the Reporting Persons or any of their respective affiliates are
the beneficial owners of any of Units beneficially owned by EIP, SDWG and any
members of the Issuer board of directors for purposes of Section 13(d) of the
Exchange Act or for any other purpose.
(c)
Hawkeye
acquired an aggregate of 2,200,000 Units of the Issuer on August 28, 2009 when
all conditions precedent contained in the Subscription Agreement were satisfied.
Hawkeye acquired an aggregate of 1,133,333 Units of the Issuer pursuant to an
issuance by Issuer on September 23, 2009 pursuant to the Second Subscription
Agreement dated September 17, 2009. In addition, Hawkeye acquired an
aggregate of 5,171,891 Units of the Issuer on June 18, 2010 pursuant to the
Third Subscription Agreement and Backstop Commitment Agreement. There
have been no other acquisitions of Issuer securities by the Reporting Persons.
The responses to Items 3 and 4 of this Schedule 13D, as amended by Amendment 1,
Amendment 2, Amendment 3, Amendment 4, Amendment 5 and Amendment 6, are
incorporated herein.
[remainder of page intentionally left
blank]
8
SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
