Andersons, Inc. — Regulatory Filings 2018

Mar 7, 2018

8-K 1 a8-kelement.htm 8-K html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2018 Workiva Document

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): March 2, 2018

The Andersons, Inc.

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(Exact name of registrant as specified in its charter)

Ohio	000-20557	34-1562374
___ (State or other jurisdiction	_______ (Commission	__ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1947 Briarfield Boulevard, Maumee, Ohio		43537
_________ (Address of principal executive offices)		_____ (Zip Code)

Registrant’s telephone number, including area code: 419-893-5050

Not Applicable

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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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[ ] Emerging growth company

[ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement

On March 2, 2018, The Andersons, Inc. entered into an agreement (the "Subscription Agreement") with ICM, Inc. to form ELEMENT, LLC, a joint venture that will construct a 70 million-gallon-per-year bio-refinery. The Subscription Agreement is filed as Exhibit 2.1 and incorporated herein by reference.

The Andersons, Inc. has issued a press release announcing the agreement which is attached as Exhibit 99.1 to this filing and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The Andersons, Inc. is scheduled to make a presentation on March 7, 2018 at 8:30 a.m., Eastern Time. A live webcast of the presentation will be available at the following link: https://edge.media-server.com/m6/p/vgazgg42. The replay from the conference will be posted to the Company's website, www.andersonsinc.com, on the Investors page. A copy of the presentation slides, which will be discussed during the presentation, is attached hereto as Exhibit 99.2 and will also be available on the Company's website, on the Investors page.

The presentation is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release
99.2	ELEMENT conference call presentation dated March 7, 2018

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.

/s/ Naran Burchinow
Name: Naran Burchinow
Title: General Counsel & Secretary

Exhibit Index

Exhibit No.	Description
2.1	Subscription Agreement between ICM, Inc. and The Andersons Ethanol LLC to form ELEMENT LLC dated March 2, 2018. (The exhibits and schedules to the Agreement have been omitted. The Company will furnish such items to the SEC upon request.)
99.1	News Release
99.2	ELEMENT conference call presentation dated March 7, 2018