Legalectric

(Note that an ethanol plant doesn’t look all that different from a coal gasification plant? It’s like a refinery in a corn field…)

There’s lots of talk around town about the Advanced BioEnergy ethanol plant that’s been proposed for the south side of County Road 8 by Dundas, between Hwy. 3 and Interstate 35. Bridgewater Township has instituted a moratorium and is doing local planning, and I sure hope doing some looking into what Advanced BioEnergy is about. There’s info out there on the internet — what would we do without it! The internet sure is the Great Equalizer, and the Great Organizer too!

A coal cohort did a little digging and found some GOOD STUFF!

Partnership Interest Acquisition Agreement

See link for full document — as of Nov 2006 looks like Advanced BioEnergy (ABE) is in the works to sell out to a South Dakota connection (with the understanding that the â??Marketing Agreementâ?? holds) and note the NO PUBLIC ANNOUNCEMENT, and hey, I’m not a party to the agreement!

Section 6.2 No Public Announcement.

None of the parties to this Agreement shall make any public announcement concerning this Agreement, without each other partyâ??s prior written consent (which shall not be unreasonably withheld); provided, however, that any of the parties, but only after reasonable consultation with each other party, may make disclosure if required under applicable law or the rules and regulations of the SEC or any listing agreement with a national securities exchange; and provided further, however, that following execution of this Agreement or consummation of the Closing, ABE may, in its sole discretion, make a public announcement regarding the transactions contemplated by this Agreement and the integration of the HGFâ??s business into that of ABE.

And another very interesting tidbit! ABE, in its filings with SEC, HERE’S LINK,reported that:

â??We will depend on others for sales of our products, which may place us at a competitive disadvantage and reduce profitabilityâ?¦â?We expect to hire a third-party marketing firmâ?¦â?

Excerpt from link above:

Section 6.1 Consent; Waiver.
â?¦..

(b) By execution and delivery of this Agreement, (i) HGF and Aventine agree that, notwithstanding Section 1.A. of the Ethanol Marketing Agreement by and between HGF and Williams Ethanol Services, Inc. d/b/a Williams Bio-Energy, dated November 30, 2000, including an Amendment effective April 2, 2003 (the â??Marketing Agreementâ?), the Marketing Agreement shall not terminate as a result of the transactions contemplated by this Agreement, but shall remain in full force and effect on and after the Closing Date according to its existing terms and conditions (except for Section 1.A.) until amended or terminated by HGF and/or Aventine, and (ii) Aventine waives any and all rights and claims under Section 1.B. of the Marketing Agreement that may arise from the transactions contemplated by this Agreement.

Section 6.2 No Public Announcement. None of the parties to this Agreement shall make any public announcement concerning this Agreement, without each other partyâ??s prior written consent (which shall not be unreasonably withheld); provided, however, that any of the parties, but only after reasonable consultation with each other party, may make disclosure if required under applicable law or the rules and regulations of the SEC or any listing agreement with a national securities exchange; and provided further, however, that following execution of this Agreement or consummation of the Closing, ABE may, in its sole discretion, make a public announcement regarding the transactions contemplated by this Agreement and the integration of the HGFâ??s business into that of ABE.

Click HERE for a link for document filed by South Dakota Wheat Growers Ass.
which says:

Filed by South Dakota Wheat Growers Association
pursuant to Rule 425 under the
Securities Act of 1933, as amended

Subject Company: Advanced BioEnergy, LLC
Commission File No.: 333-125335

November 7, 2006

Dear SDWG Member:

Your South Dakota Wheat Growers Board of Directors, together with the Board of Managers of Heartland Producers, LLC, has approved an agreement with Advanced BioEnergy, LLC (ABE) to exchange the partnership interests in Heartland Grain Fuels, LP (HGF) held by South Dakota Wheat Growers and Heartland Producers for cash and equity of ABE.

Under the terms of the transaction, the partners of HGF will receive approximately $16.8 million in cash and approximately 2,631,000 newly issued units of ABE. In addition, HGF intends to make a special distribution to its partners of approximately $8.65 million of earnings prior to the initial closing of the transaction with ABE. Wheat Growers currently owns approximately 48% of HGF and will receive its pro rata share of the consideration from the transaction. In addition, Wheat Growers will continue supplying corn to the HGF facilities.

ABE is a development-stage company specializing in ethanol production. It currently is building a 100-million gallons per year dry mill corn-processing ethanol plant near Fairmont, Nebraska and has letters of intent to build similar plants in Indiana and Minnesota.

Wheat Growers Board believes this business relationship with ABE will provide the following benefits to the HGF investors and the agricultural producers in this area:

a. Heartland Grain Fuels investors will become part of a company with plans to become a larger ethanol producer: By being part of a larger ethanol production company, HGF can achieve additional economies of scale that are difficult to achieve with just two plants in North-Central South Dakota.

b. Heartland Grain Fuels investors will achieve greater geographic diversity: By being part of ABE which is building plants in other Midwest states, risks associated with drought and marketing should be mitigated.

c. The transaction will allow Heartland Grain Fuels investors to obtain cash from present operations: Ethanol prices have been at historical highs and this transaction allows HGF to return cash to its investors based on its recent performance.

d. This transaction will allow Heartland Grain Fuels investors to maintain an investment in an ethanol production company: Heartland Grain Fuels investors will retain their investment in an ethanol production company through the ABE Units they will receive in the transaction.

e. The transaction will allow Heartland Grain Fuels to maintain business relationships: The planned Aberdeen plant expansion will be completed, and current supply and marketing relationsips will be continued.

Prior to Heartland Producersâ?? closing on this business relationship, the transaction must be approved by Heartland Producersâ?? membership. Wheat Growersâ?? membership is not required to vote on the business relationship due to Wheat Growersâ?? cooperative structure and will complete its portion of the transaction prior to the vote by the Heartland Producers members. The Board of Managers of Heartland Producers has passed a resolution requesting Wheat Growers to close on this business relationship prior to the vote of Heartland Producersâ?? membership.

With the rapid changes occuring in the ethanol industry, the Wheat Growersâ?? Board believes this cash and equity exchange will allow the investment of HGF owners to grow beyond just the Huron and Aberdeen facilities, while continuing the local connection of your corn production to ethanol. If you have any questions, please donâ??t hestitate to contact Dale at 605-225-5500, extension 101 or dlocken@sdwg.com.

Sincerely,

Hal Clemensen, SDWG Board President Dale Locken, SDWG Chief Executive Officer

In connection with the transaction, ABE will file a registration statement that contains an information statement/prospectus with the U.S. Securities and Exchange Commission and relevant state securities regulatory agencies. HEARTLAND PRODUCERSâ?? MEMBERS AND OTHER INVESTORS AND SECURITY HOLDERS IN ABE AND HGF ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT, WHICH WILL CONTAIN INFORMATION ABOUT THE TRANSACTION AND THE MEETING OF THE HEARTLAND PRODUCERSâ?? MEMBERS THAT WILL BE CALLED TO VOTE ON THIS TRANSACTION, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THIS TRANSACTION. You will also be able to obtain the documents free of charge at the SECâ??s web site, www.sec.gov, and from ABE on its web site at www.advancedbioenergy.com or by contacting Bill Paulsen, at (605) 225-0520.

And thereâ??s more on ABE, and specifically ABE LLC Northfield. This explains the monumental RISKS with this company and this project! Bridgewater Township is on the right grack in initiating the 1-year moratorium. The township supervisors then have a chance to do the â??due diligenceâ?? to protect the township.

Click here and check out this 10KSB Fiscal Year End Sept 30th 2006 â??tell allâ?? REPORT.

The first page or two gives you plenty, then you can use FIND on the tool bar to get to Minnesota information.

Lots of conflict of interest, no experience, little to NO guarantees either from ABE OR the designers, builders AND hints of expenses to come if environmental investigation and/or changes in rules and regulationss occur. That’s an opening for future compliance problems and â??decommissioningâ? issues if plant is abandoned or goes belly up. Seems similar to the operating plants in Aberdeen and Huron, where waste disposal is an issue, not to mention Aberdeen after the expansion will use 500,000 gal daily, Huron 300,000 gallons dailyâ?¦ and many of these plants are tied to city water!

Q: WOULD ABE EXPECT TO BE CONNECTED TO DUNDAS CITY WATER SYSTEM? THAT WOULD NOT BE ALLOWED UNDER THE AGREEMENET WITH NORTHFIELD.
There’s enough here to give the Township supervisors something to think about…