Andersons, Inc. — Regulatory Filings 2019

Jan 2, 2019

8-K 1 a8-klansingacquisitionclos.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 2019 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): January 2, 2019

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 2.01 Completion of Acquisition or Disposition of Assets.

On January 2, 2019, The Andersons, Inc. (the "Company") completed its acquisition of the remaining equity of Lansing Trade Group, LLC ("Lansing").

The acquisition was previously announced and a copy of the Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on October 16, 2018 and is incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Andersons Grain Group reporting segment will be renamed The Andersons Trade Group, and will encompass the former Grain Group segment, and substantially all of the Lansing business. In conjunction with the completion of the acquisition noted in Item 2.01, William E. Krueger will join the Company as the President, Andersons Trade Group, Commodities and Merchandising. Mr. Krueger's employment agreement is filed as Exhibit 10 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statement of Business Acquired.

The Company will provide the financial statements required to be filed by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.

(b) Pro Forma Financial Information.

The Company will provide the pro forma financial statements required to be filed by Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filling date for this Current Report on Form 8-K.

(d) Exhibits. The following exhibits are filed or furnished with this report.

Exhibit No.	Description
2.1	Agreement and Plan of Merger among The Andersons, Inc., Brisket Merger Sub 1, LLC, Brisket Merger Sub 2, LLC, Brisket Merger Sub 3, LLC, LGC Group, Inc. and Lansing Trade Group, LLC, dated October 15, 2018, (Certain exhibits to the agreement have been omitted. The Company will furnish such exhibits to the SEC upon request.) (Incorporated by reference to Form 8-K filed October 16, 2018).
10	Employment Agreement between The Andersons, Inc. and William E. Krueger
99.1	The Andersons, Inc. Press Release dated January 2, 2019

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 U. Burchinow
Name: Naran U. Burchinow
Title: General Counsel & Secretary

Exhibit Index

Exhibit No.	Description
2.1	Agreement and Plan of Merger among The Andersons, Inc., Brisket Merger Sub 1, LLC, Brisket Merger Sub 2, LLC, Brisket Merger Sub 3, LLC, LGC Group, Inc. and Lansing Trade Group, LLC, dated October 15, 2018, (Certain exhibits to the agreement have been omitted. The Company will furnish such exhibits to the SEC upon request.) (Incorporated by reference to Form 8-K filed October 16, 2018).
10	Employment Agreement between The Andersons, Inc. and William E. Krueger
99.1	The Andersons, Inc. Press Release dated January 2, 2019