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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): December 20, 2024
 
GOLDEN GROWERS COOPERATIVE
(Exact name of registrant as specified in its charter)
 
Minnesota
000-53957
27-1312571
(State or other jurisdiction of
Incorporation)
(Commission)
File Number)
(I.R.S. Employer
Identification No.)
     
1002 MAIN AVE W, SUITE 5
    
WEST FARGO, ND 58078
  
(701) 281-0468
(Address of principal executive offices)
  
(Registrant’s telephone number)
 
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))
 
Securities registered pursuant to Section 12(b) of the Act: None 
 
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
 
 
 
 
 
SECTION 7 - Regulation FD Disclosure
 
Item 8.01 Other Events
 
On December 20, 2024, Golden Growers Cooperative (the “Cooperative”) issued a joint press release with Cargill, Incorporated (“Cargill”) regarding Cargill’s intentions to purchase the Cooperative’s 50% membership interest in ProGold Limited Liability Company at the expiration of Cargill’s Second Amended and Restated Facility Lease with ProGold LLC, as amended, which expires on December 31, 2026. The announcement is consistent with the terms of that certain ProGold Limited Liability Company Agreement, effective March 1, 2022, as described in Item 1, Business, included in the Cooperative’s Annual Report Form on 10-K for the fiscal year ended December 31, 2023.
 
A copy of the press release is attached hereto and incorporated by reference herein as Exhibit 99.1.
 
SECTION 9 - Financial Statements and Exhibits
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
  
Description
   
99.1
  
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
1
 
 
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.
 
GOLDEN GROWERS COOPERATIVE
Dated:    December 20, 2024
 /s/ Scott Stofferahn
By:
Scott Stofferahn
Its:
Executive Vice President and Chief Executive Officer
 
2

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

December 20, 2024

Contact: Scott Stofferahn scotts@goldengrowers.com

 

Golden Growers announces Cargill’s Intention for ProGold Buyout in Late 2026

 

Golden Growers Cooperative and Cargill Inc. announced today that Cargill will buy out Golden Growers Cooperative’s interest in ProGold LLC at the end of the current lease which concludes on December 31, 2026.

 

ProGold LLC owns a corn wet milling plant in Wahpeton, ND that Cargill has been leasing since 1997. In 2022, Cargill purchased 50% interest in ProGold from American Crystal Sugar and became 50/50 owners with Golden Growers Cooperative. At the same time, Cargill and Golden Growers established certain conditions that would need to be met with an intention of forming a long-term joint venture. Due to the economic environment in the past three years, it has become clear that those conditions are unable to be achieved. Cargill has informed Golden Growers that they will work with the Cooperative on proceeding with the buyout of Golden Growers interest in ProGold LLC at the end of the lease period.

 

“Over the past 30 years, Cargill has been a trusted partner for Golden Growers and our farmer members. While we would have preferred to maintain a long-term interest in the plant, we understand that circumstances beyond our control have limited our ability to accomplish that goal,” stated Golden Growers Chairman Brett Johnson. “Our cooperative and its members can be proud of what they accomplished by building the first major corn processing facility in the region. Cargill’s continued capital investment in the facility shows their intent to maintain a continued presence in the region well into the future.”

 

On behalf of Cargill, Andy Joehl, VP Trading and Risk Management:

 

“Golden Growers has been a tremendous partner over the years. The facility in Wahpeton has been and will continue to be a leader in safety, a plant our customers value, and a strong demand center for corn in the area. While our partnership with Golden Growers Cooperative will come to an end, there will be no change in our operations at the facility and our partnership with farmers in the area will continue on. We look forward to the future, supporting North Dakota, South Dakota and Minnesota agriculture, and are deeply thankful for the years of success with Golden Growers.”