Advanced BioEnergy (ABENU) Risk Analysis
Risk Overview Q4, 2019
Source: the company's latest filing for the period ended Dec 31, 2019, filed Feb 14, 2020
Risk Change Over Time
No filing history is available.
- Share Price & Shareholder Rights - Risk 1The units are not transferrable and under the Plan of Liquidation, the rights of the Company's members are limited to distributions, if any.
Upon the closing of the Asset Sale on December 19, 2019, the Company commenced its liquidation in accordance with the Plan of Liquidation. The Board of Directors has determined that from and after the close of business on December 19, 2019, the Company's transfer records will be closed and the Company will not record or recognize any transfer of the Company's units occurring after the close of business on December 19, 2019. Holders of units in the Company have no rights in respect of such units, except the right to receive distributions, if any, pursuant to and in accordance with the Plan of Liquidation, our Operating Agreement and Delaware law. However, there can be no assurance as to the timing or amount of distributions to our members due to the factors described in this section.
- Accounting & Financial Operations - Risk 2We cannot determine at this time the amount or timing of any distributions to our members because there are many factors, some of which are outside of our control, which could affect our ability to make such distributions.
We plan to distribute, in an initial distribution (with potential subsequent distributions thereafter), a portion of the net proceeds from the Asset Sale and the Company's other cash, subject to establishing a contingency reserve for remaining costs and liabilities. The amount and timing of the distributions to members will be determined by the Board in its discretion, subject to the provisions of the Plan of Liquidation. However, the Board anticipates an initial distribution in January 2020 in an amount between $7.7 and $8.4 million or $0.30 to $0.33 per unit based on 25,410,851 units outstanding as of December 19, 2019. Subsequent distributions will be made in such amounts and at such times as determined by the Board in its discretion in accordance with the Plan of Liquidation. The Board anticipates that there will be a subsequent distributions of approximately $7,500,000 or approximately $0.30 per unit. The timing and amount of distributions are subject to change depending on a variety of factors, including, but not limited to, whether we are able to sell our remaining assets and the prices therefor; the timing of the sale of our remaining assets; the amount we will be required to pay to satisfy unknown or contingent liabilities in the future, including the cost of winding down our business through the date of our final dissolution; inaccuracies in the cost estimates to resolve currently known contingent liabilities; general business and economic conditions; and other matters. In addition, we will continue to incur claims, liabilities and expenses following the Asset Sale closing as we effect the liquidation, such as personnel expense, insurance, taxes, legal and accounting fees and miscellaneous office expenses. Our estimates regarding our expense levels may be inaccurate. Any unforecasted or unexpected claims, liabilities or expenses that arise during liquidation and dissolution or any claims, liabilities or expenses that exceed our estimates could leave us with less cash than is necessary to pay liabilities and expenses and would likely reduce the amount of cash available for ultimate distribution to our members. Further, if cash to be received from the sale of our remaining assets is not adequate to provide for all of our obligations, liabilities, expenses and claims, we will not be able to make any subsequent distribution to our members. Accordingly, there can be no assurance as to the timing or amount of distributions to our members.
- Accounting & Financial Operations - Risk 3We will continue to incur the expenses of complying with public company reporting requirements.
Following the Asset Sale and through the subsequent liquidation and dissolution, we have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act even though compliance with these reporting requirements may be economically burdensome. In connection with the liquidation, the Company intends to seek relief from the SEC to deregister its units or suspend certain of its reporting obligations under the Exchange Act. However, there can be no assurance that any such relief will be granted. Until we are able to deregister our units and suspend our periodic reporting obligations under the Exchange Act, we will remain a reporting issuer and will incur attendant costs relating to filing such reports with the SEC. The expenses incurred by us in complying with the applicable reporting requirements would reduce the assets available for ultimate distribution to our members.
- Debt & Financing - Risk 4If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, each of our members who receives liquidating distributions could be held liable for payment to our creditors of that member's pro rata unit of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to that member in the liquidation.
Following the winding up of our business and affairs, we will file a Certificate of Cancellation with the Secretary of State of the State of Delaware to dissolve the Company. If a court holds at any time that we have failed to make adequate provision for our expenses and liabilities in the liquidation or if the amount ultimately required to be paid in respect of such liabilities exceeds the amount available from our contingency reserve, our creditors could seek an injunction against the making of distributions on the grounds that the amounts to be distributed are needed to provide for the payment of our expenses and liabilities. Any such action could delay or substantially diminish the amount of any cash distributions to members. If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, creditors could assert claims against each member receiving a distribution for the payment of any shortfall, up to the amounts previously received by the member in distributions from us. In such event, a member could be required to return all distributions previously made to such member pursuant to the Plan of Liquidation and could receive nothing from us under the Plan of Liquidation. Moreover, in the event a member has paid taxes on amounts previously received by the member, a repayment of all or a portion of such amount could result in a member incurring a net tax cost if the member's repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. The Board is not required to obtain a solvency opinion as a condition to authorizing a liquidating distribution and we cannot ensure that the contingency reserve established by us will be adequate to cover all expenses and liabilities.
Risk Highlights Q4, 2019
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 11
- Share Price & Shareholder Rights - Risk 1The units are not transferrable and under the Plan of Liquidation, the rights of the Company's members are limited to distributions, if any.
Upon the closing of the Asset Sale on December 19, 2019, the Company commenced its liquidation in accordance with the Plan of Liquidation. The Board of Directors has determined that from and after the close of business on December 19, 2019, the Company's transfer records will be closed and the Company will not record or recognize any transfer of the Company's units occurring after the close of business on December 19, 2019. Holders of units in the Company have no rights in respect of such units, except the right to receive distributions, if any, pursuant to and in accordance with the Plan of Liquidation, our Operating Agreement and Delaware law. However, there can be no assurance as to the timing or amount of distributions to our members due to the factors described in this section.
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