Item 1.01 Entry into a Material Definitive Agreement.
SENIOR SECURED CREDIT FACILITIES
FOR OUR PLATTE VALLEY, HANKINSON, JANESVILLE, DYERSVILLE AND ORD SUBSIDIARIES
FOR OUR PLATTE VALLEY, HANKINSON, JANESVILLE, DYERSVILLE AND ORD SUBSIDIARIES
On February 7, 2006, each of our US Bio Platte Valley, LLC, US Bio Ord, LLC, US Bio Hankinson, LLC,
US Bio Dyersville, LLC and US Bio Janesville, LLC subsidiaries entered into a senior secured credit
facility with AgStar Financial Services, as administrative agent and as a lender, and a group of
other lenders.
Under these senior secured credit facilities, such subsidiaries collectively have the ability to
borrow up to $427.0 million to finance the construction and development of four new ethanol
facilities with respect to our Hankinson, Janesville, Dyersville and Ord subsidiaries, and to
refinance our Platte Valley subsidiarys existing credit facility. The senior secured credit
facilities are structured as construction loans for each of our Hankinson, Janesville, Dyersville
and Ord subsidiaries, aggregating $337.0 million for all such subsidiaries. Such construction loan
borrowings for our Hankinson, Janesville, Dyersville and Ord subsidiaries are as follows: (1) our
Hankinson subsidiary may borrow up to $95.1 million in the form of a construction loan, (2) our
Janesville subsidiary may borrow up to $90.3 million in the form of a construction loan, (3) our
Dyersville subsidiary may borrow up to $105.1 million in the form of a construction loan and (4)
our Ord subsidiary may borrow up to $46.5 million in the form of a construction loan. Each
subsidiarys construction loan includes up to $5 million available for letters of credit. On
February 7, 2007, our Platte Valley subsidiary borrowed $90.0 million under a term loan and used a
portion of these proceeds under its senior secured credit facility to refinance its existing credit
facility. In the case of each of our Hankinson, Janesville and Dyersville subsidiaries, each
subsidiarys construction loans will provide funds necessary to finance up to 60% of project cost,
and we expect that the remaining 40% of project costs for each of the plants will come from capital
contributions made by us. We must provide 40% of project costs for the Hankinson, Janesville and
Dyersville subsidiaries before funds are available under such subsidiaries construction loans. In
the case of each of our Platte Valley and Ord subsidiaries, no additional capital contributions are
expected to be required, and project costs previously funded by us in excess of 40% of project
costs were refunded to us with proceeds of loans under the senior secured credit facility.
The construction loans of each of our Hankinson, Janesville, Dyersville and Ord subsidiaries will
convert into term loans if certain conditions precedent are met, including successful completion of
each of the plants. The construction loans may be segmented into two credit facilities: (a) a
$84.25 million aggregate term revolving loan with no required amortization and (b) a $252.75
million aggregate term loan facility with a ten year amortization and a five year balloon payment.
The term loan and the term revolving loan, if any, are expected to mature five years after the
construction loans are converted into term loans. The credit facility for our Platte Valley
subsidiary consists of two credit facilities: (a) a $22.5 million term revolving loan with no
required amortization and (b) a $67.5 million term loan with a ten year amortization and a five
year balloon payment.
Each such subsidiarys credit facility also provides for a $10 million seasonal revolving credit
facility. Such $10 million seasonal revolving credit facility is currently available to our Platte
Valley subsidiary and the seasonal revolving credit facilities for our Hankinson, Janesville,
Dyersville and Ord subsidiaries will be available upon the conversion of such subsidiarys
construction loan to a term loan. Each seasonal revolving credit facility is a 364-day facility
which may be renewed annually, subject to AgStar Financial Services and the other lenders
consent. Each subsidiarys revolving credit facility includes up to $5 million available for
letters of credit.
The obligations of each of our Hankinson, Janesville, Dyersville, Ord and Platte Valley
subsidiaries under its respective credit facility are secured by a first priority lien on
substantially all of the real and personal property of such subsidiary. We have agreed to
guarantee the payment and performance of each of our Hankinson, Janesville, Dyersville, Ord and
Platte Valley subsidiarys obligations under its senior secured credit facility.
The construction loans of each of our Hankinson, Janesville, Dyersville and Ord subsidiaries have
an interest
rate equal to LIBOR plus 3.15%. Following the maturity of the construction loan, if any, the term
loans will have an interest rate equal to LIBOR plus 2.90%. Our Platte Valley subsidiarys term
loan has an interest rate equal to LIBOR plus 2.90%. Upon the conversion of a construction loan
into a term loan, or after a specified time period after the closing date with respect to our
Platte Valley subsidiary, the applicable subsidiary will have the right to convert such term loan
into a fixed rate loan bearing interest at a rate equal to a recent fixed rate bench mark plus
2.50%; provided, however, that no more than 50% of the term loans of each subsidiary may have such
a fixed rate. The subsidiary borrowers have the ability to reduce the variable rates based on
owner equity ratios. In addition, each of our Hankinson, Janesville, Dyersville, Ord and Platte Valley subsidiaries will
pay a commitment fee equal to 0.25% on the total amount of the unused Revolving Line of Credit Commitment and Term Revolving Loan Commitment of the applicable Borrower
commencing on the date such revolving commitments are in effect.
The principal balance of outstanding borrowings under each senior secured credit facility and any
accrued and unpaid interest will be due and payable in full on the maturity date, February 7, 2012
for our Platte Valley subsidiary and the fifth anniversary of the date the construction loans are
converted to term loans for our Hankinson, Janesville, Dyersville and Ord subsidiaries. In
addition, upon the occurrence of any event of default under any senior secured credit facility, if
any such event of default continues to exist after the expiration of any applicable grace period,
the lenders under such senior secured credit facility may accelerate the maturity of the applicable
senior secured credit facility and exercise other customary rights and remedies.
Our Hankinson, Janesville, Dyersville, Ord and Platte Valley subsidiaries are subject to (a) a 1%
prepayment penalty if such subsidiary prepays the outstanding amount of any construction loan or
term loan at any time during the construction period and within the first year after construction
is completed and (b) a 0.5% prepayment penalty if it prepays the outstanding amount of any term
loan at any time during the second year after construction is completed. Our Hankinson,
Janesville, Dyersville, Ord and Platte Valley subsidiaries are required to make partial prepayments
of principal using excess cash flow as such term is defined in such subsidiarys loan agreement.
Under their loan agreements, our Hankinson, Janesville, Dyersville, Ord and Platte Valley
subsidiaries are required to make certain customary representations (including those relating to
organization, authorization compliance with law, solvency, absence of defaults, the collateral,
material agreements and litigation) subject to customary affirmative and negative covenants,
including restrictions on their ability to incur debt, create liens, dispose of assets, pay
distributions and to make capital expenditures, and customary events of default (including payment
defaults, covenant defaults, cross defaults, construction related defaults (except for our Platte
Valley subsidiary) and bankruptcy defaults. The loan agreements of our Hankinson, Janesville,
Dyersville, Ord and Platte Valley subsidiaries also contain financial covenants, including a
minimum owners equity, a minimum net worth, a minimum fixed charge coverage ratio and a minimum
working capital balance.
The descriptions of the provisions of the loan agreement set forth above in Item 1.01 of this
Current Report on Form 8-K are qualified in their entirety by reference to the full and complete
terms of such agreements, copies of which are attached to this report as exhibits hereto.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
10.1
|
Credit Agreement by and among US Bio Platte Valley, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. | |
10.2
|
Credit Agreement by and among US Bio Ord, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. | |
10.3
|
Credit Agreement by and among US Bio Dyersville, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. | |
10.4
|
Credit Agreement by and among US Bio Hankinson, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. | |
10.5
|
Credit Agreement by and among US Bio Janesville, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. |
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.
| US BIOENERGY CORPORATION |
||||
| Date: February 13, 2007 | By: | /s/ Gregory S. Schlicht | ||
| Its: Vice President, General Counsel | ||||
| and Corporate Secretary | ||||
Exhibit Index
| Exhibit | ||
| Number | Description | |
10.1
|
Credit Agreement by and among US Bio Platte Valley, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. |
10.2
|
Credit Agreement by and among US Bio Ord, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. | |
10.3
|
Credit Agreement by and among US Bio Dyersville, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. | |
10.4
|
Credit Agreement by and among US Bio Hankinson, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. | |
10.5
|
Credit Agreement by and among US Bio Janesville, LLC, and AgStar Financial Services, PCA, as Administrative Agent, and the Banks named therein, dated as of February 7, 2007. |


