Item 1.01 Entry into a Material Definitive Agreement
CHS Inc., a Minnesota corporation (the "Company"), previously announced that on
March 4, 2013 it entered into a Master Agreement (the "Master Agreement") and
related arrangements with ConAgra Foods, Inc., a Delaware corporation
("ConAgra"), Cargill, Incorporated, a Delaware corporation ("Cargill"), and HM
Luxembourg, a Luxembourg Société à responsabilité limitée, pursuant to which the
Company, ConAgra and Cargill (the "Owners") agreed to form a joint venture to be
known as Ardent Mills. Ardent Mills combines the North American flour milling
operations and related businesses operated through the ConAgra Mills division of
ConAgra, with the Horizon Milling joint venture of the Company and Cargill.
On May 25, 2014, the Company, ConAgra and Cargill entered into an amendment
(the "Amendment") to the Master Agreement. As previously disclosed, the Owners
expected to divest four flour milling facilities: Horizon Milling's Los
Angeles, California, mill; and ConAgra Mills' Oakland, California, Saginaw,
Texas, and New Prague, Minnesota, mills, prior to, or simultaneous with, the
closing of the Ardent Mills transaction as a condition to an agreement with the
U.S. Department of Justice related to the formation of the Ardent Mills joint
venture. These divestitures have been completed. The Amendment, among other
matters, (i) provides for the divestiture of these four flour milling facilities
and (ii) generally ensures that the proceeds to be received by the Owners,
indemnification provisions and other benefits and burdens allocated among the
Owners in the Master Agreement are adjusted to account for such divestitures.
As noted above, the Company previously formed the Horizon Milling joint venture
with Cargill. In addition, the Company conducts a portion of its grain marketing
operations through TEMCO, LLC, a 50% joint venture with Cargill.
Item 8.01 Other Events
On May 29, 2014, the Company and the other Owners completed the formation of the
previously announced Ardent Mills joint venture. In connection with the closing
of the joint venture, the Company received a 12% ownership interest in the joint
venture as well as a cash distribution of approximately $116.5 million, before
taxes and other closing costs.
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.
CHS Inc.May 29, 2014 By: /s/ Lisa A. Zell
Name: Lisa A. Zell
Title: Executive Vice President and General Counsel