Form PREM14A Advanced BioEnergy, LLC For: Aug 16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant   ☐

Check the appropriate box:

ADVANCED BIOENERGY, LLC

(Name of the Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

August [    ], 2019

Dear Member:

You are invited to attend a special meeting of members of Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”, “ABE”, “we”, “us”, or “our”), to be held on [                            ], at 9:00 a.m. local time, at our principal executive offices located at 8000 Norman Center Drive, Bloomington, MN 55437. If you are unable to attend the special meeting in person, you may watch a live webcast of the special meeting. To access the live webcast, visit [        ]. You may also listen to the special meeting via telephone by dialing [        ].

At the special meeting, you will be asked to consider and vote upon (i) a proposal to approve the sale to Glacial Lakes Energy, LLC (“GLE”) of substantially all of the assets that relate to the business of producing ethanol and co-products, including wet, modified and dried distillers’ grains and corn oil, through the Company’s plants located in Aberdeen, South Dakota and Huron, South Dakota (the “Asset Sale”) pursuant to an Asset Purchase Agreement, dated August 1, 2019 (the “Agreement”), by and among the Company, GLE, ABE South Dakota, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Seller”); (ii) a proposal to approve the voluntary liquidation and dissolution of the Company pursuant to a Plan of Liquidation and Dissolution (the “Plan of Liquidation”); and (iii) a proposal to adjourn the special meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the Asset Sale and the Plan of Liquidation (the “Adjournment Proposal”).

The Asset Sale is the result of a broad review of strategic alternatives by our Board (the “Board”). After careful consideration, the Board unanimously determined that the Asset Sale, on the terms and subject to the conditions set forth in the Agreement, is fair to, and in the best interests of, ABE and its members and unanimously approved and declared advisable the Asset Sale and the transactions contemplated by the Agreement.

In addition, the Board has determined that the best course of action following the Asset Sale is the orderly liquidation, winding up, and dissolution of the Company. Accordingly, members are also being asked to approve the Plan of Liquidation.

The Asset Sale, as contemplated by the Agreement, is conditioned upon receiving approval from our members. Member approval is also required under the Fifth Amended and Restated Operating Agreement of the Company, as the sale of assets constitute a sale of substantially all of the assets of the Company. The proposal to approve the Asset Sale pursuant to the Agreement requires and affirmative vote of the holders of at least a majority of the units entitled to vote thereon. The proposal to approve the subsequent dissolution and liquidation of the Company pursuant to the Plan of Liquidation requires the affirmative vote of the holders of at least two-thirds of the units entitled to vote thereon. Therefore, it is very important that your units be represented and voted at the meeting.

The Asset Sale is not conditioned upon the members approving the Plan of Liquidation. The effectiveness of the Plan of Liquidation is conditioned upon the consummation of the Asset Sale. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the proxy statement. Members do not have dissenters’ or appraisal rights in connection with the Asset Sale or the Plan of Liquidation.

If the members approve the Asset Sale and the Plan of Liquidation, we will file a Certificate of Cancellation with the Secretary of State of the State of Delaware. The Company plans to distribute, in an initial distribution, a portion of the net proceeds from the Asset Sale as soon as practicable following the closing of the Asset Sale. The amount and timing of distributions to members will be determined by the Board in its discretion, subject to the provisions of the Plan of Liquidation. On the basis described in the accompanying proxy statement, the Board anticipates that the amount of the initial distribution to members following the Asset Sale will be between $[10.2] and $[11.5] million or $[0.40] to $[0.45] per unit based on 25,410,851 units outstanding as of August 12, 2019. The Board anticipates that there will be a subsequent distribution of approximately $[7,500,000] or approximately $[0.30] per unit. All anticipated distributions are subject to change and will depend upon the final

financial position of the Company on the date of the closing of the Asset Sale, final transaction expenses, and the Company’s ability to satisfy the representations and warranties in the Agreement. See “Estimated Initial Distributions to Members” on page [    ]. If you are not a member of record as of the record date for a distribution as determined by the Board, you will not be entitled to receive that distribution. Members will not know at the time of voting the exact amount of consideration they will receive in these distributions. In addition, only members of record as of the record date for a distribution as determined by the Board will be entitled to receive that distribution.

The enclosed proxy statement provides you with detailed information about the special meeting and the proposed transaction. In particular, please review the matters referred to under “Risk Factors” beginning on page [    ] for a discussion of the risks related to the Asset Sale and the Plan of Liquidation. We encourage you to read the proxy statement and all annexes thereto carefully and in their entirety. You may also obtain additional information about us from documents we have filed with the Securities and Exchange Commission, which are available without charge through the Securities and Exchange Commission’s website at http://www.sec.gov.

The Board unanimously recommends that you vote “FOR” the approval of the Asset Sale, “FOR” the approval of the Plan of Liquidation, and “FOR” the approval of the Adjournment Proposal to solicit additional votes to approve the Asset Sale or the Plan of Liquidation, if necessary or appropriate.

Your vote is very important, regardless of the number of units that you own. The Asset Sale cannot be completed unless approved by the affirmative vote of the holders of at least a majority of the units entitled to vote thereon. The Plan of Liquidation cannot be completed unless approved by the affirmative vote of the holders of at least two-thirds of the units entitled to vote thereon. The special meeting cannot be adjourned to a later date unless approved by the affirmative vote of the holders of a majority of the units present at the special meeting. Whether or not you plan to attend the special meeting in person, please sign and return the enclosed proxy card. If you attend the special meeting and wish to vote in person, you may do so even though you have previously voted by proxy. The failure to vote will have the same effect as voting “AGAINST” the approval of the Asset Sale and “AGAINST” the approval of the Plan of Liquidation.

If your units are held in “street name,” you should instruct your bank, broker or other nominee to vote your units in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals without your instructions, and the failure to instruct your bank, broker or other nominee how to vote will have the same effect as voting “AGAINST” the approval of the Asset Sale, “AGAINST” the approval of the Plan of Liquidation and “AGAINST” the approval of the Adjournment Proposal.

The accompanying proxy statement is dated [    ], 2019 and is first being mailed to members on or about [    ], 2019.

ADVANCED BIOENERGY, LLC

8000 Norman Center Drive, Suite 610,

Bloomington, MN 55437

(763) 226-2701

NOTICE OF SPECIAL MEETING OF MEMBERS

To Be Held on [                    ], 2019

To the Members of Advanced BioEnergy, LLC:

We will hold a special meeting of the members of Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company,” “ABE”, “we,” “us”, or “our”), at 9:00 a.m. local time on [                    ], 2019, at 8000 Norman Center Drive, Bloomington, MN 55437. We will consider and act on the following proposals at the special meeting.

The accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, more fully describes these items of business. We urge you to read this information carefully.

The Board unanimously recommends that you vote (1) “FOR” the Asset Sale Proposal; (2) “FOR” the Liquidation Proposal; and (3) “FOR” the Adjournment Proposal. The approval by our members of the Asset Sale Proposal is required to complete the Asset Sale described in the accompanying proxy statement.

Only members of record at the close of business on August 12, 2019, the record date for the special meeting, are entitled to notice of and to vote at the special meeting and any adjournments or postponements of the special meeting. If you have any questions concerning the proposals, the special meeting or the accompanying proxy statement, need help voting your units, or would like additional copies, without charge, of the enclosed proxy statement or proxy card, please contact the Company, using the information below:

Number: (763) 226-2701

Address: 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437

The proposal to approve the Asset Sale pursuant to the Agreement requires the affirmative vote of the holders of at least a majority of the units entitled to vote thereon. The proposal to approve the subsequent dissolution and liquidation of the Company pursuant to the Plan of Liquidation requires the affirmative vote of the holders of at least two-thirds of the units entitled to vote thereon. The affirmative vote of a majority of the outstanding units represented at the special meeting, either in person or by proxy, and entitled to vote thereon, is required to approve the Adjournment Proposal.

Members will not know at the time of voting the exact amount of consideration they will receive. In addition, only members of record as of the record date for a distribution as determined by the Board will be entitled to receive that distribution. The failure of any member of record to submit a signed proxy card or vote in

person by ballot at the special meeting will have the same effect as a vote “AGAINST” the Asset Sale Proposal, “AGAINST” the Liquidation Proposal, and “AGAINST” the Adjournment Proposal. The failure of any member of record to submit a signed proxy card or attend the special meeting in person will not have any effect on the Adjournment Proposal. However if a member of record attends the special meeting in person but has not submitted a proxy and fails to vote in person by ballot, that will be treated as an abstention. Abstentions will have the same effect as a vote “AGAINST” the Asset Sale Proposal, the Liquidation Proposal, and the Adjournment Proposal. If you hold your units in “street name” and fail to instruct your bank, broker or other nominee on how to vote, your units will not be voted, which will have the same effect as a vote “AGAINST” the Asset Sale Proposal and Liquidation Proposal, but will have no effect on the Adjournment Proposal assuming a quorum is present at the special meeting. The required quorum for the transaction of business at the special meeting exists when the holders of a majority of the units entitled to vote at the special meeting are represented either in person or by proxy. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to solicit additional proxies. Abstentions and “broker non-votes” count as present for establishing a quorum.

Please vote promptly whether or not you expect to attend the special meeting.

TABLE OF CONTENTS

SUMMARY TERM SHEET

This summary term sheet highlights selected information contained in this Proxy Statement relating to the Asset Sale and may not contain all the information that may be important to you regarding the transactions contemplated by the Agreement.

To understand fully the terms of the Agreement, we encourage you to carefully read this Proxy Statement, its annexes and the documents referred to or incorporated by reference in this Proxy Statement in their entirety. For a more complete description of the terms of the Agreement and the details of the transaction with GLE, please see “The Agreement” in this Proxy Statement and the Agreement itself, a copy of which is included as Annex A to this Proxy Statement. Each item in this summary includes a page reference directing you to a more complete description of that topic.

The Parties to the Asset Sale (page [    ])

Advanced BioEnergy, LLC

8000 Norman Center Drive, Suite 610,

Bloomington, MN 55437

(763) 226-2701

Advanced BioEnergy, LLC (“ABE”, the “Company”, “we,” “us,” or “our”) was formed in 2005 as a Delaware limited liability company. Its business consists of producing ethanol and co-products, including wet, modified and dried distiller’s grains, and corn oil. Its production operations are carried out primarily through its wholly owned operating subsidiary ABE South Dakota, LLC, a Delaware limited liability company (the “Seller”), which owns and operates ethanol facilities in Aberdeen and Huron, South Dakota.

Glacial Lakes Energy, LLC

301 20^th Avenue P.O. Box 1323

Watertown, South Dakota 57201

Glacial Lakes Energy, LLC is an ethanol production company formed in May 2001 as a wholly owned subsidiary of its parent company, GLE Corn Processors, a cooperative of over 4,000 shareholders located primarily in South Dakota. GLE and its sister subsidiary own and operate two ethanol production facilities in Watertown and Mina, South Dakota with a combined production of 255 million gallons per year processed from over 92 million bushels of corn purchased from northeastern and central South Dakota producers.

Both of GLE’s plants were constructed by Fagen Inc. using ICM process technology and both have unit-train shipping capabilities that take the company’s ethanol and feed production to markets all over the world. GLE is a 24/7/365 day operation with approximately 120 employees. GLE also holds a 16% ownership interest in Granite Falls Energy LLC of Granite Falls, Minnesota and an 8% ownership interest in Redfield Energy LLC of Redfield, South Dakota, which provides additional ownership of more than 20 million gallons of annual ethanol production. More information about GLE is available at www.glaciallakesenergy.com.

The Asset Sale (page [    ])

On August 1, 2019, ABE entered into an Asset Purchase Agreement by and among the Company, the Seller, and GLE, attached as Annex A (the “Agreement”). The parties contemplated that GLE would acquire substantially all of the assets of Company pursuant to the Agreement, including the Company’s plants located in Aberdeen, South Dakota (the “Aberdeen Plant”) and Huron, South Dakota (the “Huron Plant” and, together with the Aberdeen Plant, the “Ethanol Plants”).

We encourage you to carefully read in its entirety the Agreement, which is the principal document governing the Asset Sale.

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The Special Meeting (page [    ])

The special meeting of members will be held at 9:00 a.m. local time on [                ], 2019, at 8000 Norman Center Drive, Bloomington, MN 55437. At the special meeting, our members will be asked to vote on the proposal to approve the Asset Sale (the “Asset Sale Proposal”), a proposal to approve the Plan of Liquidation (the “Liquidation Proposal”), and a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes in favor of approval of the Asset Sale or the Plan of Liquidation at the time of the special meeting (the “Adjournment Proposal), and any other business that may properly come before the special meeting and any adjournment(s) or postponement(s).

Members Entitled to Vote; Record Date (page [    ])

Only holders of record of units of the Company (the “Units”) on August 12, 2019 (the “Record Date”) may vote at the special meeting. For each unit of the Company that you owned on the Record Date, you are entitled to cast one vote on each matter voted upon at the special meeting. On the Record Date, 25,410,851 units were entitled to vote at the special meeting.

Quorum and Vote Required (page [    ])

A quorum of members is necessary to hold the special meeting. The required quorum for the transaction of business at the special meeting exists when the holders of a majority of the Units entitled to vote at the special meeting are represented either in person or by proxy. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to solicit additional proxies. Abstentions and “broker non-votes” count as present for establishing a quorum.

Approval of the Asset Sale Proposal requires the affirmative vote of the holders of a majority of the Units present and entitled to vote at the special meeting. The Liquidation Proposal requires the affirmative vote of the holders of two-thirds of the Units entitled to vote at the special meeting. Failure to vote, by proxy or in person, or failure to instruct your broker, bank or nominee how to vote Units held in street name will have the same effect as a vote “AGAINST” the Asset Sale Proposal and the Liquidation Proposal. The Adjournment Proposal will be approved if a majority of the Units, present in person or represented by proxy and entitled to vote on the subject matter, vote in favor of the proposal.

Units Owned by Our Directors and Executive Officers (page [    ])

As of the Record Date, our directors and executive officers were entitled to vote 813,443 Units, or approximately 3.2% of Company’s units outstanding on that date.

Recommendation of the Board of Directors; Reasons for the Asset Sale (page [    ])

The Board of Directors of the Company (the “Board”) unanimously recommends that you vote “FOR” the Asset Sale Proposal, “FOR” the Liquidation Plan, and “FOR” the Adjournment Proposal.

Members will not know at the time of voting the exact amount of consideration they will receive. In addition, only members of record as of the record date for a distribution as determined by the Board will be entitled to receive that distribution.

In reaching its decision to approve the Asset Sale and the transactions contemplated by the Agreement and, subject to the terms and conditions of the Agreement, to recommend the approval of the Asset Sale Proposal, the Liquidation Plan, and the Adjournment Proposal to our members, the Board consulted with Company management, as well as our legal and financial advisors, and considered the terms of the proposed Agreement and the transactions set forth in the Agreement, as well as other alternative transactions, including contacts and discussions with other potential acquirers.

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The Board’s reasons for approving the Asset Sale and the transactions contemplated by the Agreement; certain factors the Board considered in its deliberations in approving the Agreement, the Asset Sale and the transactions contemplated by the Agreement; and the Board’s recommendation to our members are further discussed in the section entitled “Proposal 1 – The Asset Sale Proposal – The Asset Sale – Recommendation of the Board; Reasons for the Asset Sale” beginning on page [__] of this proxy statement.

Opinion of ABE’s Financial Advisor (page [    ] and Annex B)

Opinion of ABE’s Financial Advisor, dated July 26, 2019, provided to the Board in connection with its evaluation of the Asset Sale

At the July 25, 2019 meeting of the Board, Ascendant Partners Inc. (“Ascendant”), financial advisor to ABE, rendered its oral opinion to the Board, confirmed by delivery of a written opinion dated July 26, 2019, to the effect that as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection therewith, as described in Ascendant’s opinion, the consideration of $51.4 million in cash for certain assets of the Company was fair, from a financial point of view, to the holders of Units. The Company anticipates that Ascendant will receive a fee of approximately $[706,000] for their services in connection with the Asset Sale.

The full text of Ascendant’s written opinion, dated July 26, 2019, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of Ascendant’s July 26, 2019 opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Ascendant’s July 26, 2019 opinion was addressed to, and for the use and benefit of, the Board in connection with and for the purpose of its evaluation of the Asset Sale. Ascendant’s July 26, 2019 opinion did not constitute a recommendation as to how any holder of Units should vote with respect to the Asset Sale or any related matter. Ascendant’s July 26, 2019 opinion was limited solely to the fairness of the consideration of $51.4 million in cash (reflecting the $47.5 million base cash purchase price plus management’s estimate of the anticipated inventory value of $3.9 million, which will be also be purchased by GLE) to be received by the Company in the Asset Sale, from a financial point of view, to the holders of outstanding Units, and Ascendant did not express any opinion as to the underlying decision by ABE to engage in the Asset Sale or the relative merits of the Asset Sale as compared to any alternative transactions or business strategies.

The Asset Purchase Agreement (page [    ])

Conditions to Completion of the Asset Sale

This proxy statement, shall refer to either Advanced BioEnergy, LLC, ABE South Dakota, LLC, or both collectively, as the “Company” when describing the Agreement.

The respective obligations of each party to consummate the Asset Sale will be subject to the satisfaction or written waiver at or prior to the effective time of the Asset Sale of each of the following conditions:

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The obligations of GLE to consummate the Asset Sale will be subject to the satisfaction or written waiver at or prior to the effective time of the Asset Sale of each of the following conditions:

The obligation of the Company to consummate the Asset Sale will be subject to the satisfaction or (to the extent permitted by applicable law) written waiver at or prior to the effective time of the Asset Sale of each of the following conditions:

Non-Solicitation, Acquisition Proposals; Change in Recommendation

The Company is subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to, and enter into discussions or negotiations with, third parties regarding alternative acquisition proposals. However, prior to member approval of the Asset Sale (the “Member Approval”), the solicitation restrictions are subject to a customary “fiduciary-out” provision that allows ABE, under certain circumstances, to provide information to and participate in negotiations or discussions with third parties with respect to an alternative acquisition proposal if it determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law.

Prior to Member Approval, the Board may, after satisfying certain notice requirements to GLE, change its recommendation with respect to the Asset Sale, and ABE can terminate the Agreement (and pay the

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$2.45 million termination fee to GLE) in order to enter into a superior proposal, if the Board determines in good faith, after consultation with outside legal counsel, that the failure to do so under certain circumstances specified in the Agreement would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law. Prior to taking these actions, the Company must provide GLE with at least four business days’ notice of a superior proposal in which to negotiate with the Company, and negotiate with GLE in good faith, in order to amend the terms of the proposed transaction such that the other acquisition proposal no longer constitutes a superior proposal.

Termination of the Agreement

The Agreement may be terminated and the Asset Sale abandoned by mutual written consent of GLE and the Company. In addition, the Agreement may be terminated by either party if:

The Agreement may be terminated by the Company if:

The Agreement may be terminated by GLE if:

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Asset Sale Expenses and Termination Fees

Each party will generally pay its own fees and expenses in connection with the Asset Sale, whether or not the Asset Sale is completed. However, the Company must pay GLE a termination fee of $2.45 million if:

The Plan of Liquidation (page [    ])

If the members approve the Asset Sale and the Plan of Liquidation, the winding up, liquidation and dissolution of the Company pursuant to the Plan of Liquidation will commence. The Company intends to negotiate and consummate the sale or disposition of all of its remaining assets, including, but not limited to: collection of any accounts receivables, collections of certain deposits related to the Company alcohol permits, and the sale of certain patronage assets. The Company will pay, or make adequate provision for the payment of, all obligations and claims against the Company (including the provision for payment of contingent or unknown claims), wind-up its affairs, and distribute its remaining assets to its members.

The Company plans to distribute, in an initial distribution (with potential subsequent distributions thereafter), a portion of the net proceeds from the Asset Sale, subject to a contingency reserve for 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. On the basis described in this Proxy Statement, the Board anticipates that the amount of the initial distribution to members following the Asset Sale will be between $[10.2] and $[11.5] million or $[0.40] to $[0.45] per unit based on 25,410,851 units outstanding as of August 12, 2019. Subsequent distributions from the sale of the Company’s remaining assets 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 distribution of approximately $[7,500,000] or approximately $[0.30] per unit. All anticipated distributions are subject to change. See “Estimated Initial Distributions to Members” on page [    ]. There can be no guarantee as to the timing and amount of distributions to members, even if all of our remaining assets are sold, because there are many factors, some of which are outside of our control, which could affect the timing of such distributions. Members will not know at the time of voting the exact amount of consideration they will receive. In addition, only members of record as of August 12, 2019 will be entitled to receive that distribution. If you are not a member of record as of August 12, 2019, you will not be entitled to receive that distribution.

If the members do not approve the Plan of Liquidation, the Company will still seek to complete the Asset Sale, if the Asset Sale is approved by the members and the other conditions to closing set forth in the Agreement are satisfied or waived. In the event the Asset Sale closes, the Company will have transferred a substantially all of its operating assets to GLE. The Company will have limited assets with which to generate revenue. With limited assets with which to generate revenue and no Plan of Liquidation approved, the Company anticipates that it proceed with a judicial dissolution.

Reasons for the Plan of Liquidation (page [    ])

In considering whether the Company should liquidate and dissolve following the consummation of the Asset Sale, the Board considered the terms of the Plan of Liquidation and the dissolution process under Delaware law.

As part of its evaluation process, the Board considered the risks of each option available to the Company, and consulted with its financial advisors, management and the Company’s legal counsel. In approving the Plan of Liquidation, the Board considered a number of factors, including but not limited to, the factors in the section entitled “Proposal 2 – The Liquidation Proposal – The Plan of Liquidation – Reasons for the Plan of Liquidation”.

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Interests of Certain Persons in the Asset Sale and the Liquidation (page [    ])

In considering the recommendation of the Board that the members vote to approve the Asset Sale Proposal and the Liquidation Proposal, members should be aware that some of our directors and executive officers have interests in the Asset Sale that are different from, or in addition to, the interests of members generally. Interests of these persons may be different from or in addition to the interests of members for the following reasons, among others:

Material U.S. Federal Income Tax Consequences (page [    ])

Please refer to the section entitled “Certain Material Federal Income Tax Consequences” on page 101 of this proxy statement for a more detailed explanation of the material federal income tax consequences of the asset sale and liquidation. We urge you to consult your own tax advisors to determine the particular tax consequences to you (including the effect of any state, local or foreign income and other tax laws) of the asset sale and liquidation.

Dissenters’ Rights (page [    ])

Under Delaware law, holders of Units are not entitled to dissenters’ rights in connection with the Asset Sale or the Plan of Liquidation.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING, THE ASSET SALE AND THE PLAN OF LIQUIDATION

The following questions and answers briefly address some questions you may have regarding the special meeting, the Asset Sale and the Plan of Liquidation. These questions and answers may not address all questions that may be important to you as a Member of Advanced BioEnergy, LLC. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement. We encourage you to read this proxy statement, including the annexes, in its entirety because it explains the proposed Asset Sale, the documents related to the Asset Sale, the Plan of Liquidation and other related matters. In this proxy statement, the terms “Company,” “we,” “our,” “ours,” “us” and “ABE” refer to Advanced BioEnergy, LLC”.

Questions Related to the Special Meeting

In order to complete the Asset Sale, our members must approve the Asset Sale Proposal.

After completion of the Asset Sale, the Company plans a voluntary dissolution and liquidation pursuant to a Plan of Liquidation (“Plan of Liquidation”). Our members must approve the Plan of Liquidation before the Company can start the process of dissolution and liquidation. Our Board (the “Board”) is providing this proxy statement to give you information for use in determining how to vote on the Asset Sale Proposal, the Liquidation Proposal and other related proposals submitted to our members at the special meeting. You should read this proxy statement and the annexes attached hereto carefully. The enclosed proxy card and voting instructions allow you, as our Member, to have your Units voted at the special meeting without attending the special meeting. Your proxy is being solicited on behalf of the Board.

Your vote is very important. If you do not vote or do not instruct your broker, bank or nominee how to vote, it will have the same effect as voting “AGAINST” the Asset Sale Proposal and “AGAINST” the Liquidation Proposal (as defined below). We encourage you to submit your proxy as soon as possible.

Member approval of the Asset Sale Proposal is required for completion of the Asset Sale. Member approval of the Liquidation Proposal and the Adjournment Proposal are not required for completion of the

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Asset Sale. No other matters are intended to be brought before the special meeting by ABE. If the Asset Sale Proposal is not approved, the Company will not implement the Plan of Liquidation. Members will not know at the time of voting the exact amount of consideration they will receive. In addition, only members of record as of the record date for a distribution as determined by the Board will be entitled to receive that distribution.

If you sign and return your proxy without indicating how to vote on any particular proposal, the Units represented by your proxy will be voted “FOR” the Asset Sale Proposal, “FOR” the Liquidation Proposal, and “FOR” the Adjournment Proposal. If you hold your units in “street name,” which means your units are held of record by a broker, bank or nominee, you must provide the record holder of your units with instructions on how to vote your units in accordance with the voting instructions provided by your broker, bank or nominee. If you do not provide your broker, bank or nominee with instructions on how to vote your units, it will not be permitted to vote your units. These are referred to generally as “broker non-votes.” A broker non-vote occurs when a nominee holding units for a beneficial owner returns a valid proxy but does not vote on a particular proposal because the nominee does not have discretionary voting authority and has not received instructions from the beneficial owner of the units. Also, please note that if your units are held in “street name” and you wish to vote at the special meeting in person, you must bring to the special meeting a legal proxy from the record holder of the units (your broker, bank or nominee) authorizing you to vote at the special meeting.

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If you have instructed a broker, bank or other nominee to vote your units, you must follow the directions provided by your broker, bank or other nominee to change those instructions.

Questions Related to the Asset Sale

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If the Asset Sale is not completed, we may explore other potential transactions involving the plants located in Aberdeen, South Dakota and Huron, South Dakota or all or part of the entire Company. The terms of an alternative transaction may be more or less favorable to us than the terms of the Asset Sale and there can be no assurance that we will be able to reach agreement with or complete an alternative transaction with another party.

Questions Related to the Plan of Liquidation

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Number: (763) 226-2701

Address: 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf may include predictions, estimates and other information that may be considered “forward-looking statements” that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the Asset Sale. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words of similar import. Members are cautioned that any forward-looking statements are not guarantees of future performance. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors including, but are not limited to, factors and matters described under the section entitled “Risk Factors” elsewhere in this proxy statement or incorporated by reference in this proxy statement, and include the following:

Additional factors that may affect our future results are set forth in the filings we make with the SEC from time to time, including our Annual Report on Form 10-K for the year ended September 30, 2018, which is available on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, we undertake no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

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RISK FACTORS

You should carefully consider the risk factors described below and those risk factors generally associated with our business contained in our Annual Report on Form 10-K for the year ended September 30, 2018 and our subsequent filings with the Securities and Exchange Commission (the “SEC”), along with other information provided to you in this proxy statement in deciding how to vote on the proposals to approve the Asset Sale and the Plan of Liquidation. See “Where You Can Find More Information” beginning on page [    ] of this proxy statement. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may also impact our business operations. If any of the following risks occur, our business, financial condition or results of operations could be materially adversely affected, the market price of our units may decline, and you may lose all or part of your investment.

Risks Related to the Asset Sale

The proposed Asset Sale is subject to a number of conditions beyond our control. Failure to complete the Asset Sale could materially and adversely affect our future business, results of operations, financial condition and stock price.

The closing of the Asset Sale is conditioned on the receipt of the approval of our members, as well as the satisfaction of other closing conditions, including performance in all material respects by each party of its obligations under the Agreement.

We cannot predict whether and when the conditions will be satisfied. If one or more of these conditions is not satisfied, and as a result, we do not complete the Asset Sale, or in the event the Asset Sale is not completed or is delayed for any other reason, our business, results of operations, financial condition and stock price may be harmed because:

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The occurrence of these or other events individually or in combination could have a material adverse effect on our business, results of operations, financial condition and stock price. In addition, our stock price may fluctuate significantly based on announcements by us, GLE or other third parties regarding the Asset Sale or our business.

The Agreement contains provisions that could discourage a potential competing acquirer.

The Agreement contains “no solicitation” provisions that restrict our ability to solicit, initiate, or knowingly encourage, facilitate or induce third party proposals for the acquisition of our outstanding units or to pursue an unsolicited offer, subject to certain limited exceptions. In addition, GLE has an opportunity to modify the terms of the Asset Sale in response to any competing acquisition proposals before the Board may withdraw or change its recommendation with respect to the Asset Sale. Upon the termination of the Agreement to pursue an alternative transaction, including in connection with a “superior proposal”, we will be required to pay $2.45 million as a termination fee. These provisions could discourage a potential third-party acquirer from considering or proposing an acquisition transaction, even if it were prepared to pay a higher price than what would be received in the Asset Sale, or propose to acquire our entire company. These provisions might also result in a potential third-party acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable. If the Agreement is terminated and we determine to seek another purchaser for our plants located in Aberdeen, South Dakota and Huron, South Dakota, or another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Asset Sale.

Our executive officers and directors have interests in the Asset Sale that may be different from, or in addition to, the interests of our members generally.

The Company’s Chief Executive Officer may receive a “Stay Bonus” as a result of the transaction. The Company’s Chief Executive Officer has outstanding equity awards, which will become automatically payable upon the closing of the Asset Sale and may, dependent upon the fair market value of the equity awards and their exercise price, result in a payment to Mr. Peterson.

We will incur significant costs in connection with the Asset Sale, whether or not it is consummated.

We have and will continue to incur substantial expenses related to the Asset Sale, whether or not it is completed. We recorded transaction-related costs of $385,000 through July 31, 2019, and we anticipate incurring additional costs and expenses until completion of the Asset Sale. In addition, we will incur additional financial advisory fees that are payable upon consummation of the Asset Sale. Finally, we may also be required to pay $2.45 million to GLE if we terminate the Agreement in certain circumstances. Payment of these expenses by us as a standalone entity would adversely affect our operating results and financial condition and would likely adversely affect our stock price.

We cannot be sure if or when the Asset Sale will be completed.

The consummation of the Asset Sale is subject to the satisfaction or waiver of various conditions, including the approval of the Asset Sale by our members. We cannot guarantee that the closing conditions set forth in the Agreement will be satisfied. If we are unable to satisfy the closing conditions in GLE’s favor or if other mutual closing conditions are not satisfied, GLE will not be obligated to complete the Asset Sale.

If the Asset Sale is not completed, the Board, in discharging its fiduciary obligations to our members, may evaluate other strategic alternatives that may be available, which alternatives may not be as favorable to our members as the Asset Sale. These may include retaining and operating our plants located in Aberdeen, South

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Dakota and Huron, South Dakota or pursuing an alternate sale transaction that would yield reduced consideration or involve significant delays. Any future sale of substantially all of the assets of the Company or other transactions may be subject to further Member approval.

We cannot predict the timing, amount or nature of any distributions to our members.

If the Asset Sale closes, we currently expect to make a preliminary distribution of between $[10.2] and $[11.5] million or $[0.40] to $[0.45] per unit based on 25,410,851 units outstanding as of August 12, 2019, and a subsequent distribution of approximately $[7,500,000] or approximately $[0.30] per unit, although the amount ultimately distributed to members may be less than anticipated as a result of the assumptions described elsewhere in the proxy statement and unforeseen circumstances. The Board is unable to predict the timing, amount or nature of, or the record date for, this or any other distribution, if any, to be made to our members. If you are not a member of record as of the record date for a distribution as determined by the Board, you will not be entitled to receive that distribution. See “Estimated Initial Distributions to Members” on page [    ].

Risks Related to the Plan of Liquidation

We 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.

Assuming the Plan of Liquidation is approved by members, 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 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. The Board anticipates that the amount of the initial distribution to members following the Asset Sale will between $[10.2] and $[11.5] million or $[0.40] to $[0.45] per unit based on 25,410,851 units outstanding as of August 12, 2019, although the amount ultimately distributed to members may be less than anticipated as a result of the assumptions described elsewhere in the proxy statement and unforeseen circumstances. 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 distribution of approximately $[7,500,000] or approximately $[0.30] per unit. All anticipated distributions are subject to change. See “Estimated Initial Distributions to Members” on page [    ]. However, at this time, we cannot determine when we will be able to make any distributions to our members or the amount of any such distributions. Those determinations depend 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 operating 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. If members do not approve the Plan of Liquidation, the Company intends to pursue a judicial dissolution of the Company. There can be no assurance, however, as to the time it will take to complete such dissolution.

In addition, we will continue to incur claims, liabilities and expenses from operations (such as operating costs, salaries, directors’ and officers’ insurance, payroll and local taxes, legal and accounting fees and miscellaneous office expenses) as we seek to close the Asset Sale and effect the Liquidation. Our estimates regarding our expense levels may be inaccurate. Any unforecasted or unexpected claims, liabilities or expenses that arise between the date of this proxy statement and the liquidation and final dissolution of ABE 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 distribute any amount at all to our members.

For the foregoing reasons, there can be no assurance as to the timing and amount of distributions to our members, even if all of our remaining assets are sold; provided that the Company must complete the distribution

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of all of its properties and assets to its members as provided in the Plan of Distribution as soon as practicable following the filing of the Certificate of Cancellation with the Secretary of State of the State of Delaware and in any event on or before the tenth anniversary of such filing.

The Board may abandon or delay implementation of the Plan of Liquidation even if it is approved by our members.

The Board has adopted and approved a Plan of Liquidation for the Liquidation of ABE following the closing of the Asset Sale. Even if the Liquidation Proposal is approved by our members, the Board has reserved the right, in its reasonable discretion and subject to applicable law, to abandon or delay implementation of the Plan of Liquidation. Following completion of the Asset Sale, we will continue to exist as a public company until we are dissolved. Although the Board has no present intention to pursue any alternative to the Plan of Liquidation, the Board may conclude either that its fiduciary obligations require it to pursue business opportunities that present themselves or that abandoning the Plan of Liquidation is otherwise in our best interests and the best interests of our members. If the Board elects to pursue any alternative to the Plan of Liquidation, the value of our units may decline.

If 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 his or her pro rata unit of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such member in the Liquidation.

If the Plan of Liquidation is approved by our members we intend to file a Certificate of Cancellation with the Secretary of State of the State of Delaware to dissolve ABE. 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 assure you that the contingency reserve established by us will be adequate to cover all expenses and liabilities.

The tax treatment of any liquidating distributions may vary from member to member, and the discussion in this proxy statement regarding such tax treatment are general in nature. You should consult your own tax advisor instead of relying on the discussions of tax treatment in this proxy statement for tax advice.

We have not requested a ruling from the Internal Revenue Service (“IRS”) with respect to the anticipated tax consequences of the Liquidation, and we will not seek an opinion of counsel with respect to the anticipated tax consequences of any liquidating distributions. If any of the anticipated tax consequences described in this proxy statement proves to be incorrect, the result could be increased taxation at the corporate or Member level, thus reducing the benefit to our members and us from the Liquidation and distributions. Tax considerations applicable to particular members may vary with and be contingent upon the Member’s individual circumstances.

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If we decide to use a liquidating trust, as permitted by the Plan of Liquidation, interests of our members in such a trust would not be transferable.

The interests of our members in a liquidating trust set up by us under the approved Plan of Liquidation would not be transferable, which could adversely affect your ability to realize the value of such interests. In addition, although pursuant to the Plan of Liquidation the Company will distribute its remaining assets (including the cash proceeds) and liabilities directly to the trust, for U.S. federal income tax purposes members will be deemed to have received a liquidating distribution from the Company and immediately thereafter contributing such property to the trust. Such deemed distribution will be treated as a distribution in liquidation of the holders’ Company Units and may be taxable to the extent of cash and certain marketable securities deemed distributed that are in excess of a member’s adjusted tax basis in its interest in the Company. As such, holders of Company Units should be aware that they may be subject to U.S. federal income tax even though they do not currently receive any actual distributions from the liquidating trust. When the corpus of the trust is ultimately distributed, there should be no additional tax consequences to the beneficiaries or the trust.

We will continue to incur claims, liabilities and expenses that will reduce the amount available for distribution to members.

Claims, liabilities and expenses from operations (such as operating costs, salaries, directors’ and officers’ insurance, payroll and local taxes, legal and accounting fees and miscellaneous office expenses) will continue to be incurred as we seek to close the Asset Sale and wind down operations. These expenses will reduce the amount of assets available for ultimate distribution to members. If we incur obligations, liabilities, expenses and claims in excess of those we currently anticipate, the amount distributed to our members may be lower than we currently estimate.

We 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 is economically burdensome. 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. We currently intend to file the Certificate of Cancellation with the Secretary of State of the State of Delaware once the Company has been completely wound up without court proceedings therefor. To the extent that we delay filing the Certificate of Cancellation, we would be obligated to continue complying with the applicable reporting requirements of the Exchange Act. The expenses incurred by us in complying with the applicable reporting requirements will reduce the assets available for ultimate distribution to our members.

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THE SPECIAL MEETING

General

Your proxy is solicited on behalf of the Board for use at our special meeting of members to be held on [        ], 2019, at 9:00 a.m. local time, at 8000 Norman Center Drive, Bloomington, MN 55437, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Special Meeting and any business properly brought before the special meeting. Proxies are solicited to give all members of record an opportunity to vote on matters properly presented at the special meeting.

Date, Time and Place of the Special Meeting

We will hold the special meeting on [        ], 2019, at 9:00 a.m. local time, at 8000 Norman Center Drive, Bloomington, MN 55437. On or about [        ], 2019, we commenced mailing this proxy statement and the enclosed form of proxy to members entitled to vote at the special meeting.

Purpose of the Special Meeting

At the special meeting, we are asking holders of record of the Units on August 12, 2019, to consider and vote on the following:

Recommendation of the Board

After careful consideration, the Board has unanimously determined that the Asset Sale on the terms and subject to the conditions set forth in the Agreement, is fair to and in the best interests of ABE and its members. After such consideration, the Board approved and declared advisable the Asset Sale and the transactions contemplated by the Agreement.

Further, after careful consideration, the Board has unanimously determined that the dissolution and liquidation of the Company, pursuant to a Plan of Liquidation is in the best interest of ABE and its members. After such consideration, the Board approved and declared advisable the Plan of Liquidation and the transactions contemplated therein.

Members will not know at the time of voting the exact amount of consideration they will receive. In addition, only members of record as of the record date for a distribution as determined by the Board will be entitled to receive that distribution.

Subject to the terms and conditions of the Agreement and the Plan of Liquidation, the Board unanimously recommends that our members vote “FOR” the Asset Sale Proposal, “FOR” the Liquidation Proposal, and “FOR” the Adjournment Proposal. See the section entitled “Proposal 1 – The Asset Sale Proposal – The Asset Sale – Recommendation of the Board; Reasons for the Asset Sale” beginning on page [    ] of this proxy statement and the section entitled “Proposal 2 – The Liquidation Proposal – The Plan of Liquidation – Reasons for the Plan of Liquidation” beginning on page [    ] of this proxy statement.

Members Entitled to Vote; Record Date

You may vote at the special meeting if you were a record holder of Units at the close of business on August 12, 2019, the Record Date. For each Unit that you owned on the Record Date, you are entitled to cast one vote on each matter voted upon at the special meeting. As of the Record Date, there were 25,410,851 outstanding and entitled to vote.

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Quorum and Vote Required

A quorum of members is necessary to hold the special meeting. The required quorum for the transaction of business at the special meeting will exist when the holders of a majority of the Units entitled to vote at the special meeting are represented either in person or by proxy. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to solicit additional proxies. Abstentions and “broker non-votes,” discussed below, count as units present for establishing a quorum. A “broker non-vote” occurs when a nominee holding units for a beneficial owner returns a valid proxy but does not vote on a particular proposal because the nominee does not have discretionary voting authority and has not received instructions from the beneficial owner of the units. Brokers, banks and other nominees will not have discretionary authority on the Asset Sale Proposal, the Liquidation Proposal, or the Adjournment Proposal.

You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting on, the Asset Sale Proposal. Approval of the Asset Sale requires the affirmative vote of the holders of a majority of the outstanding Units present and entitled to vote at the special meeting. Because the vote on the Asset Sale Proposal is based on the total number of units outstanding, rather than the number of actual votes cast, abstentions and “broker non-votes” will have the same effect as voting against the approval of the Asset Sale Proposal.

You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting on, the Liquidation Proposal. Approval of the Plan of Liquidation requires the affirmative vote of the holders of two-thirds of the outstanding Units. Because the vote on the Liquidation Proposal is based on the total number of units outstanding, rather than the number of actual votes cast, abstentions and “broker non-votes” will have the same effect as voting against the approval of the Liquidation Proposal.

You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting on, the Adjournment Proposal. The Adjournment Proposal will be approved if a majority of the Units, present in person or represented by proxy and entitled to vote on the subject matter, vote in favor of the proposal, whether or not a quorum is present. Broker non-votes do not count as units that are entitled to vote so they will have no effect on the Adjournment Proposal although abstentions will have the same effect as a vote against that proposal.

A list of our members will be available for review for any purpose germane to the special meeting at 8000 Norman Center Drive, Bloomington, MN 55437 during regular business hours for a period of ten days before the special meeting and will also be available at the special meeting.

Units Owned by Our Directors and Executive Officers

As of August 12, 2019, the executive officers and directors of the Company beneficially owned, in the aggregate, 813,443 Units, or approximately 3.2% of the Units outstanding on that date.

Voting; Proxies

For Members of Record

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. In addition to voting in person at the special meeting, if you are the record holder of your Units, you may submit a proxy as follows:

We request that members submit their proxies or by completing and signing the accompanying proxy and returning it as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy is returned properly, the Units represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card.

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If you sign and return your proxy without indicating how to vote on any particular proposal, the Units represented by your proxy will be voted “FOR” each proposal in accordance with the recommendation of the Board.

For Beneficial Owners

If your Units are held in “street name” by a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your Units. Your broker, bank or other nominee, as applicable, may establish an earlier deadline by which you must provide instructions to it for how to vote your units. You should read carefully the materials provided to you by your broker, bank or other nominee. Because a beneficial owner is not the Member of record, you may not vote these Units at the special meeting unless you obtain a legal proxy from the broker, bank or other nominee that holds your units giving you the right to vote such units at the special meeting.

Revocation of Proxies

If you are a Member of record, you may revoke your proxy, unless noted below, at any time before your proxy is voted at the special meeting by taking any of the following actions:

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to Advanced BioEnergy, LLC, 8000 Norman Center Drive, Bloomington, MN 55437, Attention: Chief Executive Officer.

If your units are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. See above regarding how to vote in person if your units are held in street name.

Solicitation of Proxies

The Board is soliciting proxies for the special meeting from our members. We will bear the entire cost of soliciting proxies from our members. In addition to the solicitation of proxies by delivery of this proxy statement by mail, we will request that brokers, banks and other nominees that hold Units which are beneficially owned by our members send Notices of Special Meeting, proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our members, either personally or by telephone, Internet, facsimile or special delivery letter. In addition, ABE, GLE and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ABE’s members in connection with the Asset Sale and the Plan of Liquidation. The interests of ABE’s directors and executive officers in connection with the Asset Sale is discussed in more detail in the section entitled “Interests of Certain Persons in the Asset Sale and the Liquidation” beginning on page [    ] of this proxy statement.

Dissenters’ Rights

Dissenters’ rights are a statutory remedy available in many states to members who object to certain extraordinary actions taken by a limited liability company, such as mergers or certain other change of control

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transactions. This remedy typically allows dissenting members to require the limited liability company to buy their stock at a price equal to its fair value immediately before the extraordinary corporate action is taken. Under Delaware law, members are not entitled to dissenters’ rights in connection with the Asset Sale or the Plan of Liquidation.

Adjournments or Postponements

The special meeting may be adjourned for the purpose of, among other things, soliciting additional proxies, by the vote of the holders of a majority of the Units represented at the meeting, whether or not a quorum is present. Any signed proxies received by us for which no voting instructions are provided on such matter will be voted “FOR” the Adjournment Proposal.

Assistance

If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact the Company at:

Phone: (763) 226-2701

Address: 8000 Norman Center Drive, Bloomington, MN 55437

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PROPOSAL 1

THE ASSET SALE PROPOSAL

The Asset Sale Proposal

Pursuant to the terms of the Agreement that is described in this proxy statement and attached as Annex A, ABE will sell to GLE substantially all of its assets that relate to the business of producing ethanol and co-products, including wet, modified and dried distillers’ grains and corn oil, through the Company’s plants located in Aberdeen, South Dakota and Huron, South Dakota for approximately $51.4 million in cash. We encourage you to carefully read in its entirety the Agreement, which is the principal document governing the Asset Sale. Completion of the Asset Sale is conditioned on approval of the Asset Sale Proposal.

THE ASSET SALE

This discussion of the Asset Sale does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. You should read the entire Agreement carefully as it is the primary legal document that governs the Asset Sale.

The Parties to the Asset Sale

Advanced BioEnergy, LLC

8000 Norman Center Drive, Suite 610,

Bloomington, MN 55437

(763) 226-2701

ABE was formed in 2005 as a Delaware limited liability company. Its business consists of producing ethanol and co-products, including wet, modified and dried distiller’s grains, and corn oil. Its production operations are carried out primarily through its wholly owned operating subsidiary ABE South Dakota, LLC, which owns and operates ethanol facilities in Aberdeen and Huron, South Dakota.

Glacial Lakes Energy, LLC

301 20^th Avenue P.O. Box 1323

Watertown, South Dakota 57201

Glacial Lakes Energy, LLC is an ethanol production company formed in May 2001 as a wholly owned subsidiary of its parent company, GLE Corn Processors, a cooperative of over 4,000 shareholders located primarily in South Dakota. GLE and its sister subsidiary own and operate two ethanol production facilities in Watertown and Mina, South Dakota with a combined production of 255 million gallons per year processed from over 92 million bushels of corn purchased from northeastern and central South Dakota producers.

Both of GLE’s plants were constructed by Fagen Inc. using ICM process technology and both have unit-train shipping capabilities that take the company’s ethanol and feed production to markets all over the world. GLE is a 24/7/365 day operation with approximately 120 employees. GLE also holds a 16% ownership interest in Granite Falls Energy LLC of Granite Falls, Minnesota and an 8% ownership interest in Redfield Energy LLC of Redfield, South Dakota, which provides additional ownership of more than 20 million gallons of annual ethanol production. More information about Glacial Lakes Energy, LLC is available at www.glaciallakesenergy.com.

Prior to the execution of the Agreement, the Company did not have a business relationship with GLE and Company had not previously entered into any transactions with GLE.

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Prior to the execution of the Agreement, no member of the Company Board had a business relationship with GLE and neither any member of the Company Board nor the Chief Executive Officer of the Company will hold any position of employment with GLE after the closing of the Asset Sale.

Some members of GLE’s parent, Glacial Lakes Corn Processers, also own units of the Company, but the Company does not know the identity of these joint members. The Company believes these joint owners do not constitute a significant number of members of the Company.

Background of the Asset Sale

The following chronology summarizes certain key events and contacts that led to the signing of the Asset Purchase Agreement. It does not purport to catalogue every conversation among our board, members of our management, or our representatives and other parties.

On a regular basis, the Company board had engaged in discussion about the macro dynamics of the ethanol industry in conjunction with the Company’s competitive position against other plants specifically related to its location, size of production, updated technologies and corporate overhead. These discussions had resulted in various projects, including the construction of its own corn receiving facilities, aimed at improving the Company’s competitive position. As an extended period of negative margins continued during the last half of calendar year 2018, the Company Board discussions intensified as to various solutions to enhance or preserve the value for the company unitholders.

In October 2018, the Company received an unsolicited inquiry from Party A as to whether the Company would consider being acquired. Party A had performed some initial diligence on ABE based on information available through the public domain and gave an indicative valuation that was consistent with previous transactions in the industry. On October 30, 2018, ABE entered into a non-disclosure agreement (“NDA”) with Party A to further discuss a possible transaction.

Also in November 2018, ABE’s CEO met with the CEO from GLE and discussed the possible business combination of ABE’s Ethanol Plants. ABE and GLE subsequently entered into a NDA and exchanged various due diligence information and arranged for a tour of ABE’s plants.

In December 2018, ABE’s CEO received a call from Party B expressing interest in potentially acquiring ABE’s Ethanol Plants. Discussions with Party A led to the receipt of a non-binding LOI from Party A on December 7, 2019. On December 11, 2018 the ABE board held a special meeting to discuss how to respond to the LOI from Party A.

On December 13, 2018, pursuant to Board authorization, the Company entered into an exclusive financial advisory engagement agreement with Ascendant Consulting Partners, LLC (“Ascendant”) to advise on the offer proposed by Party A and other strategic alternatives.

On January 3, 2019, by written action the ABE board established a special Transaction Committee of the Board consisting of board members Troy Otte (“Otte”), Brian Thome (“Thome”), and J.D. Schlieman (“Schlieman”), and Richard Peterson (“Peterson”) (“Transaction Committee”) with the authority to work with management and Ascendant to among other things; (a) “take all steps necessary to negotiate the terms of an asset purchase agreement and any other agreements that the Committee determines are necessary and appropriate to sell the ABE Assets to Party A or another third party, in one transaction or in a series of transactions” and (b) “report to the Board at regular intervals.” Neither the Transaction Committee nor management was given any power or authority to enter into any definitive agreement (other than a letter of intent or term sheet) without approval of the full ABE Board of Directors

On or about January 7, 2019 ABE accepted the LOI from Party A that contemplated a merger between ABE and a Party A affiliate and granted Party A an exclusivity period of due diligence.

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On January 8, 2019, Ascendant contacted Party B and GLE and informed them of the Company’s decision to move forward with the execution of an LOI containing an exclusivity period of 60 days with Party A.

In January 2019, the Company established a formal data room to provide Party A access to due diligence materials.

On February 13, 2019, after providing various requests for information as part of its due diligence, as a result of continued extremely negative economics in the industry and various obstacles that it had encountered during due diligence and in acquiring financing, Party A notified ABE that it was ending its due diligence and terminating its LOI.

On February 22, 2019 the ABE board held a special meeting to consider further actions relative to strategic alternatives. Based upon a review of current company and industry conditions and a summary of the process outlined by Ascendant, the Board directed Ascendant to proceed with a process of investigating strategic alternatives according to the terms of the engagement letter with Ascendant. The Company and Ascendant then began a process of researching the Company and its industry and markets culminating in the preparation of a confidential information memorandum on the Company (the “CIM”).

In light of the expanded nature of Ascendant engagement, on February 26, 2019, the Company publicly announced that it had begun exploring strategic alternatives for its business operations, including the possibility of a sale of one or both of its ethanol plants and retained Ascendant to advise it in this process and help evaluate the opportunities and options available to the Company

On March 14, 2019 the ABE board directed ABE management to suspend trading of ABE units on the AgStockTrade.com website.

Ascendant began contacting potential acquirers of the ABE ethanol plants and sent information including the CIM and process letters to those interested parties requesting indications of interest by April 19, 2019.

On April 15, 2019, the Company’s Board of Directors held a Board meeting in connection with its 2019 Regular Meeting of Members in Aberdeen South Dakota. The Board meeting included an update from Ascendant. Ascendant noted that it had direct contact with 38 potential buyers resulting in a total of 8 NDAs being executed. Ascendant stated that it expected two LOIs to be submitted on or before the LOI deadline of April 19, 2019.

On April 19, 2019, the Company received an LOI from GLE, and on April 24, 2019, the Company received an LOI from Party B. The LOI from Party B was a joint LOI with another party that had indicated interest when contacted by Ascendant and had signed an NDA. No other indications of interest were received from any other parties that had been contacted by Ascendant.

On April 26, 2019, the Company’s Board of Directors conducted a telephonic meeting to review the two offers received from GLE and Party B. Ascendant prepared materials describing the sales process to date including a detailed overview of the offers received. Following the Board of Directors telephonic meeting the Transaction Committee met to further discuss the two LOIs.

From April 26 to May 2, 2019 Ascendant communicated with GLE and Party B to discuss various issues with price, terms and conditions of their respective indications of interest and recommended they consider revisions to their original proposals.

On May 1, 2019 the Transaction Committee met to discuss the revised GLE LOI and Party B’s LOI. The Transaction Committee concluded if the GLE bid was raised to $49 million, the Company would accept the GLE LOI and enter into a period of exclusivity.

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On May 3, 2019 GLE submitted a revised LOI with a price of $49 million. Party B did not submit a revised LOI. The Company executed the GLE LOI.

The Company’s and GLE’s management teams and respective legal counsel then began a process of further diligence and negotiation of the terms of an Asset Purchase Agreement (“APA”).

On July 8, 2019 the Company board of directors agreed to a reduction in the purchase price due to a condition that arose in due diligence that ABE was not able to resolve. The Board approved a reduction in the purchase price to $47.5 million to accommodate this condition and GLE accepted this reduction and agreed to proceed toward negotiation of an APA. In connection with the reduction in the purchase price to $47.5 million, ABE sought and obtained an agreement from GLE that its offer to purchase the assets would not be contingent on financing.

During this period of due diligence and negotiation of an APA, the ABE Transaction Committee held several informal meetings to discuss various negotiating details of the APA and regularly updated the Board both informally and at various Board meetings.

On July 25, 2019, the Board of Directors of the Company held a telephonic meeting and was presented a summary of the current status of the terms of the APA by legal counsel. Also, Ascendant orally presented its Fairness Opinion of the transaction with GLE, and the Board of Directors authorized management of the Company to enter into an Asset Purchase Agreement with GLE, subject to no material changes to the terms of the APA.

On July 31, 2019 ABE and GLE management and respective legal counsel concluded negotiations on the APA and ABE’s Transaction Committee confirmed that no material changes had occurred to the summary provided to and approved by the Board at its July 25 meeting. Ascendant also reaffirmed its fairness opinion on that date.

On August 1, 2019, the Company and GLE executed the APA.

On August 1, 2019, Thomas H. Lee Partners who collectively own 33.5% of the outstanding units of the Company, executed a voting agreement to support the transaction.

On August 7 2019, the Company announced the execution of the APA to the public by filing a Current Report on Form 8-K with the SEC.

On August 15, 2019, the Board adopted the Plan of Liquidation and Dissolution.

Recommendation of the Board; Reasons for the Asset Sale

Recommendation of the Board

The Board has unanimously determined that the Asset Sale, on the terms and subject to the conditions set forth in the Agreement, is fair to, and in the best interests of, the Company and its members, and approved and declared advisable the Asset Sale and the transactions contemplated by the Agreement.

Members will not know at the time of voting the exact amount of consideration they will receive. In addition, only members of record as of the Record Date for a distribution as determined by the Board will be entitled to receive that distribution.

Accordingly, upon the terms and subject to the conditions of the Agreement, the Board unanimously recommends that our members vote “FOR” the Asset Sale Proposal, and “FOR” the Adjournment Proposal.

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Reasons for the Asset Sale

In evaluating the Asset Sale and the Agreement, the Board consulted with management and the Company’s legal and financial advisors. In reaching its decision that the Asset Sale is advisable, and in reaching its recommendation that the members approve the Asset Sale, the Board considered a number of factors, including the following material factors, which the Board viewed as supporting its recommendation:

The Board also considered potentially negative factors concerning the Asset Sale and the Agreement, including the following:

The foregoing discussion of the information and factors considered by the Board is intended to be illustrative and not exhaustive, but includes the material reasons and factors considered. In view of the wide variety of reasons and factors considered, the Board did not find it practical to, and did not, quantify or otherwise assign relative weights to the specified factors considered in reaching its determinations or the reasons for such

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determinations. Individual directors may have given differing weights to different factors or may have had different reasons for their ultimate determination. In addition, the Board did not reach any specific conclusion with respect to any of the factors or reasons considered. Instead, the Board conducted an overall analysis of the factors and reasons described above and determined that, in the aggregate, the potential benefits of the Asset Sale outweighed the potential risks or possible negative consequences of the Asset Sale.

Opinion of ABE’s Financial Advisor

The Board retained Ascendant to act as its financial advisor in connection with the Asset Sale and, if requested, to render an opinion to the Board as to the fairness, from a financial point of view, of the consideration to be received by the Company upon consummation of the Asset Sale. Ascendant is an investment banking firm based in Denver, Colorado with extensive experience in the ethanol sector, having completed transactions, business valuations, strategic and capital planning sessions, as well as managing a proprietary best-practices benchmarking platform for several independent ethanol plants. The Board selected Ascendant based on its qualifications, expertise and reputation and knowledge of the industries in which the Company conducts its business.

On July 25, 2019, Ascendant rendered its oral opinion, subsequently confirmed in writing, to our Board that, as of July 26, 2019, based upon and subject to certain assumptions, qualifications, limitations and factors described in its opinion, the consideration to be received by the Company upon the consummation of the Asset Sale was fair, from a financial point of view, to the Company. The full text of Ascendant’s opinion, dated July 26, 2019, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this Proxy Statement and is incorporated by reference in its entirety into this Proxy Statement. We encourage all of our Unit holders to read Ascendant’s fairness opinion fully.

In arriving at its opinion, Ascendant took into account an assessment of general economic, market and other conditions, as well as its experience in connection with similar transactions and securities valuations generally. Ascendant made numerous assumptions about industry performance and general business conditions, many of which are beyond management’s control.

In performing its due diligence, Ascendant performed the following activities, among others:

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In arriving at its opinion, Ascendant relied upon and assumed the accuracy and completeness of all of the financial and other information, including the projections, that it used, without assuming any responsibility for any independent verification of any such information. Further, Ascendant relied upon the assurances of the Company’s management that they were not aware of any facts or circumstances that would make any such information incomplete or misleading. With respect to the financial information and projections used, Ascendant assumed that such information had been reasonably prepared on a basis reflecting the best currently available estimates and judgments, and that such information provides a reasonable basis upon which it could make an analysis and form an opinion. Ascendant did not make or obtain any evaluations or appraisals of the Company’s assets and liabilities (contingent or otherwise).

The analyses performed were prepared as part of Ascendant’s analysis of the fairness, from a financial point of view, of the consideration to be paid to the Company upon consummation of the Transaction, and were provided to the Board in connection with the delivery of Ascendant’s opinion.

Consideration Overview

Based on the terms of the Agreement, Ascendant calculated an implied Seller company value of approximately $51.4 million, which reflects the $47.5 million base cash purchase price plus management’s estimates of the anticipated inventory value as defined in the Agreement. The purchase price is on a cash-free, debt-free basis, meaning that from the $51.4 million, the Company will pay off the outstanding debt before distributing the net proceeds to unit holders after payment of transaction and related expenses. Cash and working capital will also be available for distribution to unit holders after payment of transaction and related expenses. The amount of assumed and retained assets and liabilities was based on a schedule of certain balance sheet accounts projected as of the anticipated closing date of the Transaction, as provided to Ascendant by the Company’s management. The actual assets and liabilities at closing will likely be different from these amounts.

Transaction Analysis

Ascendant performed analyses using three different methodologies, as more fully discussed below:

In preparing the analyses, Ascendant also considered the Company’s historical and potential future financial performance and the macroeconomic environment.

Comparable Public Company Analysis

In performing a comparable public company analysis, Ascendant identified similar public companies, evaluated operating performance and profitability for similar public companies and calculated certain multiples and compared them to multiples implied by the Transaction. Ascendant’s analysis focused on public companies in the ethanol industry.

With respect to ethanol producers, Ascendant focused on three publicly traded companies deemed similar to the Company:

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None of the comparable companies has characteristics identical to the Company. An analysis of publicly traded comparable companies is not mathematical; rather it involves complex consideration and judgments concerning differences in financial and operating characteristics of the comparable companies and other factors.

The following table summarizes certain multiples for the selected comparable groups and the implied multiple for the Company. In the table, “TTM” refers to a period consisting of the “trailing twelve months,” which for the Company’s financial statements means the 12-months ended March 31, 2019. For the comparable companies we included the most recent TTM period for which data was publicly available which may be different than for the Company. “Enterprise Value” or “EV” means the value of the company on a cash-free, debt-free basis. “EBITDA” means earnings before interest, taxes, and depreciation and amortization. The table below compares the Company’s Enterprise Value (a) as a multiple of trailing twelve months production in gallons, and (b) as a multiple of trailing twelve months EBITDA, with each of the comparable public companies. The implied EV for ABE is $51.4 million and TTM gallons are 86.1 million gallons.

Comparable Transaction Analysis

Ascendant maintains a comprehensive database of ethanol industry transactions going back to 2008. In performing the comparable transaction analysis, Ascendant identified transactions with known transaction values, calculated certain multiples and compared them to multiples implied by the Transaction. In performing the comparable transaction analysis, Ascendant conducted a search for similar merger, acquisition and asset purchase transactions, identified transactions with disclosed transaction values, calculated certain multiples and compared them to multiples implied by the Transaction.

Ascendant focused on transactions with target companies that Ascendant deemed similar to the Company and that fit within the following parameters:

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Ascendant excluded transactions that did not meet these criteria or for which information was not available, and excluded repurchases and minority interest acquisitions. Ascendant identified 11 transactions that satisfied the selection criteria:

Like many industries, the ethanol industry has specific valuation metrics for comparing transactions. The most common metric in the ethanol industry is the transaction value for property, plant, and equipment (“PPE”) as a multiple of trailing twelve months ethanol production. Working capital is typically excluded or treated separately. Focusing on the PPE multiple facilitates the comparison of comparable transaction by normalizing for highly seasonal working capital balances. The Transaction Value of $51.4 million includes working capital of $3.9 million, implying a value for the PPE of $47.5 million.

Based on the information disclosed with respect to the targets in the each of the comparable transactions, Ascendant calculated and compared the PPE values as a multiple of TTM annual production capacity in gallons. The analysis indicated that the multiples for these comparable transactions were as follows:

Every company is unique, and none of the target companies utilized in the comparable transactions analysis has characteristics identical to ABE. Accordingly, an analysis of comparable business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the comparable transactions and other factors that could affect the respective acquisition values.

Discounted Cash Flow Analysis

A discounted cash flow (or “DCF”) analysis estimates the present value of the projected theoretical future cash flow for a company, discounted at a rate reflecting risks inherent in its business and capital structure. In performing a discounted cash flow analysis, Ascendant reviewed Company projections of future financial performance as prepared by management, reviewed free cash flows over the projection period and calculated terminal value, and calculated present value of projected cash flows and terminal value at market discount rates.

A discounted cash flow analysis estimates a value for a company based on certain assumptions, many of which are beyond the company’s control. Changing market environment, regulatory initiatives, commodity prices and other factors will likely impact the company’s financial performance in ways not anticipated by the discounted cash flow analysis.

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In the discounted cash flow analysis, Ascendant estimated a theoretical value for the Company based on a six-year forecast of future performance with a terminal value projected based on a multiple of the sixth year’s EBITDA.

Key Assumptions for the Discounted Cash Flow Valuation

In addition, Ascendant considered the size and nature of the Company’s business, position in the industry, and recent trends in merger and acquisitions. Ascendant’s DCF analysis based on these assumptions resulted in an Enterprise Value for the Company ranging from $35.2 million applying a multiple of 2024 EBITDA of 3.0x to $44.7 million applying a multiple of 2024 EBITDA of 5.0x.

Conclusion

Based on the information and analyses set forth above, Ascendant rendered its oral opinion, subsequently confirmed in writing, to the Board, which stated that, as of July 20, 2019, based upon and subject to the assumptions made, matters considered, and limitations on its review as set forth in the opinion, the consideration to be paid to the Company upon consummation of the Transaction is fair, from a financial point of view, to the Company.

Ascendant’s opinion is subject to the assumptions and conditions contained therein and is necessarily based on economic, market and other conditions, and the information made available to Ascendant, as of the date of its opinion. Events occurring after the date thereof could materially affect the assumptions used in preparing, and the conclusions reached in, that opinion. Ascendant assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances or events occurring after the date of the opinion, or prior to closing the Transaction.

In reaching its conclusion as to the fairness of the consideration to be paid to the Company and in its presentation to the Board, Ascendant did not rely on any single analysis or factor described above, assign relative weights to the analyses or factors considered by it, or make any conclusion as to how the results of any given analysis, taken alone, supported its opinion. The preparation of a fairness opinion is a complex process and not necessarily susceptible to partial analysis or summary description. Ascendant believes that its analyses must be considered as a whole and that selection of portions of its analyses and of the factors considered by it, without considering all of the factors and analyses, would create a misleading view of the processes underlying the opinion.

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Ascendant’s analyses are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by the analyses. Analyses relating to the value of companies are not appraisals or valuations, and do not necessarily reflect the price at which companies may actually be sold. No company or transaction used in any analysis for purposes of comparison is identical to the Company or the Transaction. Accordingly, an analysis of the results of the comparisons is not mathematical; rather, it involves complex considerations and judgments about differences in the companies to which the Company was compared and other factors.

Ascendant’s analysis and opinion are intended for the benefit and use of the Board in connection with the Transaction. Ascendant’s opinion does not constitute a recommendation to the Board or to Unit holders as to how to vote in connection with the Transaction. Ascendant’s opinion does not address the underlying business decision to pursue the Transaction, the relative merits of the Transaction as compared to any alternative business strategies that might exist for the Company or the effects of any other transaction in which the Company might engage.

We have agreed to pay Ascendant a fee that is contingent on the consummation of the Transaction, to reimburse Ascendant for its reasonable out-of-pocket expenses, regardless of whether or not a sale is consummated, and to indemnify Ascendant against various liabilities arising out of Ascendant’s services to the Company. Ascendant does not beneficially own any interest in either the Company or in GLE. Ascendant has not provided any services to GLE.

Interests of Certain Persons in the Asset Sale

In considering the recommendation of the Board that our members vote to approve the Asset Sale, members should be aware that our directors and executive officers have interests in the Asset Sale that are different from, or in addition to, the interests of our members generally. The members of the Board were aware of the different or additional interests and considered these interests, among other matters, in evaluating and negotiating the Agreement, and in recommending to members that the Asset Sale be approved. See “Recommendation of the Board; Reasons for the Asset Sale” beginning on page [    ] of this proxy statement. Members should take these interests into account in deciding whether to vote “FOR” the Asset Sale Proposal.

Regulatory Matters

The parties have determined that no filings are required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”).

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THE ASSET PURCHASE AGREEMENT

The following is a summary of the material terms and conditions of the Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Agreement that is important to you. We encourage you to read the Agreement carefully and in its entirety because it is the principal legal document that governs the Asset Sale.

Explanatory Note Regarding the Agreement

The Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Agreement. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the Agreement and described in this summary. The representations, warranties, covenants, and agreements made in the Agreement by the Company and GLE were qualified and subject to important limitations agreed to by the Company and GLE in connection with negotiating the terms of the Agreement. In particular, in your review of the representations and warranties contained in the Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of (i) establishing the circumstances in which a party to the Agreement may have the right not to close the Asset Sale if the representations and warranties of the other party prove to be untrue, due to a change in circumstance or otherwise, and (ii) allocating risk between the parties to the Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to members and reports and documents filed with the SEC, and in some cases were qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. Members do not have contractual third-party beneficiary rights under the Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or GLE. In addition, you should not rely on the covenants in the Agreement as actual limitations on the respective businesses of the Company or GLE, because the parties may take certain actions that are consented to by the appropriate party, which consent may be given without prior notice to the public.

The Asset Sale

ABE has agreed to sell to GLE substantially all of the assets which relate to the business of producing ethanol and co-products, including wet, modified and dried distillers’ grains and corn oil, through the Company’s plants located in Aberdeen, South Dakota and Huron, South Dakota (the “Business”), for $47.5 million in cash, plus the value of the inventory as of the closing of the Asset Sale in cash (the “Consideration”). The assets purchased by GLE do not include cash, cash equivalents, and bank accounts or intercompany accounts, notes, or other receivables.

Not less than ten (10) days before the closing of the Asset Sale closing (the “Asset Sale Closing”) the Company and GLE shall jointly determine the agreed upon railcar damages liability accrual under the railcar leases to be assigned and assumed by the Company and GLE. Following the close of business on the day immediately preceding the Asset Sale Closing, the Company and GLE shall (i) jointly determine the Inventory Value (as defined in the Agreement) and (ii) jointly set forth the Inventory Value in a written statement. At the Asset Sale Closing, the Company shall deliver to GLE (i) all right, title and interest in and to the purchased assets free and clear of all liens (other than permitted liens) and (ii) all other documents and instruments necessary to vest in GLE right, title and interest in and to the purchased assets free and clear of all liens (other than permitted

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liens), and GLE shall pay to the Company the Consideration by wire transfer of immediately available funds to an account of the Company designated in writing by the Company.

The Company has agreed to use commercially reasonable efforts to obtain any third party consents necessary to assign the contracts related to the Business at the Asset Sale Closing. As defined in the Agreement, the Business includes the business of producing ethanol and co-products, including wet, modified and dried distillers’ grains and corn oil, through the Company’s plants located in Aberdeen, South Dakota and Huron, South Dakota.

On and after the Asset Sale Closing, upon the reasonable request of GLE or the Company, the other Party shall prepare, execute and deliver such other and further agreements, instruments, certificates, and other documents, and take, do and perform such other and further actions, as may be reasonably necessary or desirable to evidence and make effective the Asset Sale.

Representations and Warranties

The Agreement contains representations and warranties that the Company, on the one hand, and GLE, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about the Company or GLE since they were made as of specific dates, may be intended merely as a risk allocation mechanism between us and GLE and are modified in important part by the disclosure schedules.

The Company has made a number of representations and warranties to GLE in the Agreement regarding aspects of our business and other matters pertinent to the Asset Sale. The topics covered by these representations and warranties include the following:

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GLE have also made a number of representations and warranties to the Company regarding various matters pertinent to the Asset Sale. The topics covered by these representations and warranties include the following:

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Conduct of Business Pending the Closing of the Asset Sale

The Company has agreed that, subject to certain exceptions in the Agreement and the disclosure schedule delivered by the Company in connection with the Agreement, between the date of the Agreement and the earlier of the termination of the Agreement or the completion of the Asset Sale, unless GLE gives its prior written consent, the Company will carry on its businesses in the ordinary course and use efforts to preserve substantially intact its present business organization; preserve its relationships with significant employees, customers, suppliers; comply in all material respects with legal requirements, in each case in a manner substantially consistent with past practice; and use commercially reasonable efforts to keep in full force and effect all of its Permits

Subject to certain exceptions set forth in the Agreement and the disclosure schedules that the Company delivered in connection with the Agreement, unless GLE consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), the Company agreed not to:

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Non-Solicitation; Acquisition Proposals; Change in Recommendation

The Company is subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to, and enter into discussions or negotiations with, third parties regarding alternative acquisition proposals. However, prior to the Member approval of the Asset Sale, the solicitation restrictions are subject to a customary “fiduciary-out” provision that allows ABE, under certain circumstances, to provide information to and participate in negotiations or discussions with third parties with respect to an alternative acquisition proposal if it determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law.

Prior to the Member Approval, the Board may, after satisfying certain notice requirements to GLE, change its recommendation with respect to the Asset Sale, and ABE can terminate the Agreement (and pay the $2.45 million termination fee to GLE) in order to enter into a superior proposal, if the Board determines in good faith, after consultation with outside legal counsel, that the failure to do so under certain circumstances specified in the Agreement would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law. Prior to taking these actions, the Company must provide GLE with a four business day period in which to negotiate with the Company, and will negotiate with GLE in good faith, in order to amend the terms of the proposed transaction such that the acquisition proposal no longer constitutes a superior proposal.

The term “Takeover Proposal” as used in this proxy statement means any offer or proposal, including any amendment or modification to any existing offer or proposal (other than, in each case, an offer or proposal made or submitted by or on behalf of GLE), relating to any transaction (including any single- or multi-step transaction) or series of related transactions, in each case other than the transactions contemplated by the Agreement, with a Person or group relating to (x) the issuance to such person or group or acquisition by such person or group of at least 15% of the equity interests in the Company or (y) the acquisition by such person or group of at least 15% of the consolidated assets of the Company, taken as a whole, pursuant to a merger, consolidation, share exchange, reorganization, recapitalization, consolidation or other business combination, sale of equity interests, sale of assets, tender offer, exchange offer or other transaction.

The term “superior proposal” as used in this proxy statement means a bona fide written Takeover Proposal that if consummated would result in a person or group (or the shareholders or other owners of any person) owning, directly or indirectly, (a) at least a majority of all of the Units or (b) at least a majority of the consolidated assets of the Company, in either case which the Board determines in good faith, after consultation, that, if consummated, would be more favorable than the transactions contemplated hereby to the members from a financial point of view, taking into consideration, the factors determined by the Board in good faith to be relevant.

Member Meeting; Preparation of the Proxy Statement

The Company has agreed to cause a meeting of its members to be duly called and held as promptly as practicable for the purpose of obtaining the Member Approval. The Company, through the Board, subject to the terms of the Agreement, will include in the proxy statement the Board’s recommendation that the Members vote in favor of the Asset Sale. The Company will use its reasonable best efforts to (i) prepare and file with the SEC a proxy statement in preliminary form relating to the Member meeting to approve the Asset Sale within 15

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business days of the date of the Agreement, (ii) respond as promptly as practicable to and resolve all comments received from the SEC or its staff concerning the proxy statement and all other proxy materials and promptly notify GLE upon the receipt of any such comments (iii) if required, cause the proxy statement to be mailed to its members as promptly as reasonably practicable and (iv) GLE and its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by GLE and its counsel.

Other Covenants

Access to Information; Confidentiality

Except as would jeopardize the protection of attorney-client privilege or conflict with or violate any legal requirement, the Company will, and will cause their officers, employees, and other representatives, to provide GLE and GLE’s representatives reasonable access to the officers, employees, accountants, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and the Company will, furnish promptly to GLE such other information concerning the business and properties of the Company and its subsidiaries as GLE may reasonably request from time to time. GLE and the Company will comply with, and will cause their respective representatives to comply with, all of their respective obligations under the confidentiality agreement between the Company and GLE.

Reasonable Best Efforts

Each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to consummate, as promptly as reasonably practicable, the transactions contemplated by the Agreement, including using reasonable best efforts to: (i) obtain all necessary consents, approvals, orders, waivers and authorizations of, and actions or non-actions by, any governmental authority or any third party, and make all necessary registrations, declarations and filings with, and notices to, any governmental authorities; and (ii) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by the Agreement.

Employee and Employee Benefit Plan Matters

GLE shall offer “at-will” employment to certain employees of Company on substantially similar terms to their existing employment with the Company.

Public Announcements and SEC Disclosures

Subject to certain exceptions described in the Agreement, each of GLE and the Company will cooperate in good faith to jointly prepare all press releases and public announcements pertaining to the Agreement and the transactions governed by it, and neither GLE nor the Company shall issue or otherwise make any public announcement or communication pertaining to the Agreement or the transactions contemplated thereby without the prior consent of the other party, except as required by law as determined after consultation with outside counsel or by the rules and regulations of, or pursuant to any agreement with the relevant stock exchange or trading system, or for information that has been publicly disclosed prior to such public announcement or communication.

Title Evidence

Company has agreed to, at GLE’s sole cost and expense, cause to be issued and delivered to GLE, within 20 days after the date of this Agreement title commitments for the real property (with respect to the property in Huron, South Dakota, and in Aberdeen, South Dakota. In addition, Company has agreed to, at GLE’s sole cost and expense, cause to be issued and delivered to GLE, within 45 days after the date of the Agreement current ALTA/NSPS surveys of the real property.

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Environmental Matters

The Company has agreed to obtain, at their sole expense, a reliance letter for the Phase I Environmental Site Assessments prepared by Summit Envirosolutions, Inc. on July 24, 2019 from the author of the Phase I Reports allowing GLE to rely on the Phase I Reports to the same extent as the Company.

Confidentiality

The terms of the confidentiality agreement between the Company and GLE shall continue in full force and effect until the closing of the Asset Sale. As of the closing date of the Asset Sale, the confidentiality agreement and all obligations thereunder shall terminate and be of no further force or effect.

Non-Competition; Non-Solicitation

For a period of five years commencing on the Closing Date, the Company has agreed that neither it nor any of its affiliates (other than T.H. Lee Partners and its affiliates) will, directly or indirectly, (i) engage in or assist others in engaging in the business conducted by the Company anywhere in the United States (excluding Alaska and Hawaii); (ii) have an interest in any entity that competes directly or indirectly with the Company in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of the Agreement) between GLE and clients, customers or suppliers of GLE.

The Company has agreed that neither it nor any of its affiliates will, directly or indirectly, hire or solicit any transferred employee or encourage any such employee to leave such employment or hire any such employee who has left such employment, except (i) pursuant to a general solicitation which is not directed specifically to any such employees or (ii) for any transferred employee who, at the time of such solicitation or hiring, has ceased to work for GLE or any of its affiliates for a period of at least three months.

Construction

The Company has agreed that prior to the closing of the Asset Sale, it will use reasonable best efforts to complete the construction of the grain receiving, handling and storage facilities at the Aberdeen Plant (the “Construction”) in accordance with the construction contracts, to achieve final completion and certification of the Construction as promptly as commercially practicable. The Company agreed that the Construction completion and certification date would occur no later than October 15, 2019. If the Construction completion and certification date does not occur by October 15, 2019 and the necessary closing conditions have otherwise been satisfied then the Company will pay to GLE the $7,500 per day as liquidated damages (the “Delay Damages”) for each day following October 15, 2019 until the Construction completion and certification date occurs. GLE is not entitled to such Delay Damages until the closing of the Asset Sale actually occurs and such Delay Damages will be deducted from the payment made at the closing of the Asset Sale.

Conditions to Completion of the Asset Sale

The respective obligations of each party to consummate the Asset Sale will be subject to the satisfaction or written waiver at or prior to the effective time of the Asset Sale of each of the following conditions:

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The obligations of GLE to consummate the Asset Sale will be subject to the satisfaction or written waiver at or prior to the effective time of the Asset Sale of each of the following conditions:

The obligation of the Company to consummate the Asset Sale will be subject to the satisfaction or (to the extent permitted by applicable law) written waiver at or prior to the effective time of the Asset Sale of each of the following conditions:

Termination of the Agreement

The Agreement may be terminated and the Asset Sale abandoned by mutual written consent of GLE and the Company. In addition, the Agreement may be terminated by either party if:

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The Agreement may be terminated by the Company if:

The Agreement may be terminated by GLE if:

Effect of Termination

If the Agreement is terminated, it will become void and of no further force and effect, with no liability on the part of any party (or any Member, manager, officer, employee, agent or representative of such party) to any other party, except with respect to certain provisions which will remain in full force and effect. Notwithstanding the foregoing, each party shall remain liable for any liabilities or damages caused by such party to the extent such liabilities or damages were the result of fraud or the willful and material breach of the Agreement by such party.

Asset Sale Expenses and Termination Fees

Each party will generally pay its own fees and expenses in connection with the Asset Sale, whether or not the Asset Sale is completed. However, the Company must pay GLE a termination fee of $2.45 million if:

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Indemnification

Indemnification by Company

Subject to the terms, conditions, and limitations contained in the Agreement, the Company has agreed to indemnify, defend and hold harmless GLE, its affiliates and representatives from and against, and reimburse GLE for, any and all damages incurred or suffered by GLE arising out of, relating to or resulting from:

Indemnification by GLE

Subject to the terms, conditions, and limitations contained in the Agreement, GLE has agreed to indemnify, defend and hold harmless the Company, its affiliates and representatives from and against, and reimburse the Company for, any and all damages incurred or suffered by the Company arising out of, relating to or resulting from:

Indemnity Escrow Fund

At the closing of the Asset Sale, GLE shall deposit $4.75 million into an escrow fund (the “Indemnity Escrow Fund”). In the event that GLE has a claim for indemnification against the Company for damages under the Agreement, GLE shall recover the amount of such damages first from the Indemnity Escrow Fund. As promptly as practicable (but in no event later than five (5) Business Days) after the eighteen (18)-month anniversary of the closing of the Asset, GLE and the Company shall jointly instruct the escrow agent in writing to pay to the Company an amount equal to (i) any then remaining portion of the Indemnity Escrow Fund minus (ii) the aggregate amount of any then unresolved indemnification claims against the Company pursuant to the terms of the Agreement.

Survival

The representations and warranties of the Parties contained in or made pursuant to the Agreement shall survive the losing and continue in full force and effect until the eighteen (18) month anniversary of the closing date of the Asset Sale; provided, however, that (i) the Fundamental Representations (as defined in the Agreement) shall survive the closing of the Asset Sale and continue in full force and effect indefinitely or until the latest date permitted by applicable legal requirements and (ii) the tax matters and environmental Matters representations and warranties shall survive until the expiration of the applicable statute of limitations period plus sixty (60) days.

Limitations on Indemnification

The Company shall not be liable for any damages unless and until the aggregate amount of indemnifiable damages which may be recovered from the Company equals or exceeds $375,000, in which case the Company

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shall be liable for the full amount of such damages. The maximum aggregate amount of indemnifiable damages which may be recovered by GLE arising out of or relating to any indemnification claim, shall not exceed an amount equal to $7,500,000, subject to certain exceptions.

Governing Law

The Agreement and all disputes, controversies, cross-claims, third-party claims or other proceedings of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, arising out of or in connection with or relating to any matter which is the subject of the Agreement or any of the transactions contemplated by the Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware.

The Board recommends that you vote “FOR” the Asset Sale Proposal.

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PROPOSAL 2

THE LIQUIDATION PROPOSAL

The Liquidation Proposal

Pursuant to the terms of the Plan of Liquidation and Dissolution (the “Plan of Liquidation”) that is described in this proxy statement and attached as Annex C, ABE will dissolve and wind up its affairs in order to maximize Member value. We encourage you to carefully read in its entirety the Plan of Liquidation, which is the principal document governing the Liquidation.

Completion of the Liquidation is conditioned on approval of the Plan of Liquidation. Moreover, completing the Liquidation is conditioned upon approval of the Asset Sale Proposal and the subsequent closing of the Asset Sale.

THE PLAN OF LIQUIDATION

The following is a summary of the material terms and conditions of the Plan of Liquidation. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of Plan of Liquidation, a copy of which is attached as Annex C and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Plan of Liquidation that is important to you. We encourage you to read the Plan of Liquidation carefully and in its entirety.

Reasons for the Plan of Liquidation

In considering adopting a Plan of Liquidation, the Board considered the terms of the Plan of Liquidation and the dissolution process under the Delaware law. After due consideration, the Board determined that after the Asset Sale, it was in the best interest of the Company and its unit holders to convert the Company’s remaining assets to cash and to distribute the proceeds to the Company’s unit holders rather than to pursue any new business opportunity.

The approval of the Plan of Liquidation will authorize the Board to wind up the affairs of the Company, to fulfill its outstanding contractual obligations, effect the sale of the Company’s remaining assets, and to terminate the existence of the Company

Business Activities Pending Liquidation

After the Asset Sale, the Company will have minimal ongoing activities. The Company will collect its accounts receivables, pay any invoices, liquidate any remaining assets, and make arrangements to sub-let its Bloomington, Minnesota office space. Depending on where the Company is in the process of producing and selling ethanol and by-products, its inventory, accounts payable, and accounts receivable will vary. The Company will report these estimated amounts shortly after the closing of the Asset Sale.

Summary of the Plan of Liquidation

The Board approved the Plan of Liquidation on August 15, 2019. The Liquidation is conditioned on obtaining approval of the Plan of Liquidation from the holders of a two-thirds of all the issued and outstanding Units.

In the event that the Asset Sale is approved and consummated, and the Liquidation Proposal is approved by the members, the Company will commence the Liquidation. The Company will cease to carry on its business and operations, except to the extent necessary to wind-up the Company. ABE’s legal existence will continue to the

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extent necessary to wind up its affairs until the Plan of Liquidation is completed, and when the Company has been completely wound up without court proceedings therefor, a Certificate of Cancellation will be filed with the Secretary of State of the State of Delaware.

Subject to approval by the Board, the officers, employees and agents of the Company will, as promptly as feasible, proceed to (i) collect all sums due or owing to the Company, (ii) sell and convert into cash all the assets and properties of the Company, and (iii) out of the assets and properties of the Company, pay, satisfy and discharge or make adequate provision for the payment, satisfaction and discharge of all debts and liabilities of the Company, including all expenses of the sales of assets and of the dissolution and liquidation provided for by the Plan of Liquidation. The Company will continue to indemnify and advance expenses to its officers, directors, employees and agents in accordance with its Fifth Amended and Restated Operating Agreement and any contractual arrangements, for actions taken in connection with the Plan of Liquidation and the winding up of the affairs of the Company. The Board, in its sole and absolute discretion, is authorized to obtain and maintain directors’ and officers’ liability insurance and any other insurance as may be necessary, appropriate or advisable to cover the Company’s obligations.

The Plan of Liquidation authorizes the Board to establish and set aside a reasonable amount of cash to satisfy claims against the Company and other obligations of the Company. The Company may transfer its assets to a liquidating trust (the “Liquidating Trust”). Members as of the record date determined for this purpose would receive identical beneficial interests in the Liquidating Trust. The Liquidating Trust would be managed by one or more trustees designated by the Board and would continue the process of paying or providing for payment of the Company’s liabilities.

After the initial distribution, additional liquidating distributions, if any, will be made from time to time before or after the filing of the Certificate of Cancellation to the members of record, at the close of business on the Effective Date or such other date as may be determined by the Board in its sole discretion, pro rata to members of the Company’s units in accordance with the respective number of units then held of record; provided that in the opinion of the Board adequate provision has been made for the payment, satisfaction and discharge of all known, unascertained or contingent debts, obligations and liabilities of the Company (including costs and expenses incurred and anticipated to be incurred in connection with the sale and distribution of assets and liquidation of the Company). Depending on the tax basis for their respective units, members may be required to recognize gain for tax purposes upon receipt of distributions in liquidation and upon the transfer of any funds to a liquidating trust.

In connection with the Liquidation, the Company will seek to terminate its registration under the Exchange Act, cease filing periodic reports with the SEC, and file a Certificate of Cancellation with the Secretary of State of the State of Delaware when appropriate. Given the expense and resource demands of being a public company, the Company will attempt to “go dark,” or cease filing periodic reports with the SEC as soon as possible after the closing of the Asset Sale.

If the Asset Sale Proposal is not approved or if the Asset Sale is not consummated for any reason, the Company will not consummate the Liquidation and will continue to operate its remaining business or attempt to find other buyers for its assets.

Liquidation Actions

When the Plan of Liquidation becomes effective, the Company, acting by an officer, employee, or agent, as applicable, will, among other things:

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In addition, subject to approval by the Board, under the Plan of Liquidation, the officers, employees, and agents of the Company will, as promptly as feasible, proceed to:

Liquidating Distributions

As soon as practicable after the closing of the Asset Sale, the Company plans to distribute, in an initial distribution (with potential subsequent distributions thereafter), a portion of the net proceeds from the Asset Sale, subject to an amount held in reserve for remaining costs and liabilities. Thereafter, the amount and timing of distributions to members will be determined by the Board in its discretion, subject to the provisions of the Plan of Liquidation. Members will not know at the time of voting the exact amount of consideration they will receive. In addition, only members of record as of the record date for a distribution as determined by the Board will be entitled to receive that distribution.

As of June 30, 2019, the Company had total cash of $2.3 million. Assuming consummation of the Asset Sale, the Company expects to receive gross proceeds of approximately $ 51.4 million.

Accordingly, on the basis described in this proxy statement, the Board anticipates that the amount of the initial distribution to members following the Asset Sale will be between $[10.2] and $[11.5] million or $[0.40] to $[0.45] per unit based on 25,410,851 units outstanding as of August 12, 2019. The Board anticipates that there will be a subsequent distribution of approximately $[7,500,000] or approximately $[0.30] per unit. All anticipated distributions are subject to change. See “Estimated Initial Distributions to Members” on page [__]. The actual amount and timing of distributions will be determined by the Board, in its sole discretion, and will depend upon the amounts deemed necessary by the Board to pay or provide for all of our liabilities and obligations. If you are not a Member of record as of the record date for a distribution as determined by the Board, you will not be entitled to receive that distribution.

Liquidating distributions after the initial distribution, if any, may be made from time to time before or after the filing of the Certificate of Cancellation to the members of record at the close of business on the Effective Date or such other date as may be determined by the Board in its sole discretion, pro rata to members of the

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Company’s units in accordance with the respective number of units then held of record; provided that in the opinion of the Board adequate provision has been made for the payment, satisfaction and discharge of all known, unascertained or contingent debts, obligations and liabilities of the Company (including costs and expenses incurred and anticipated to be incurred in connection with the sale and distribution of assets and liquidation of the Company). Liquidating distributions may be made in cash.

Amount Held in Reserve

The Company will hold approximately $7,500.000 in reserve to cover any potential claims, until such time as the Board directs that the final distribution be made to holders of the Units. The maximum aggregate amount, subject to certain exceptions outlined in the Agreement, of indemnifiable damages which may be recovered by GLE arising out of or relating to any indemnification claim, will not exceed an amount equal to $7,500,000.

Liquidating Trust

The Board may establish a Liquidating Trust (the “Liquidating Trust”) and distribute assets of the Company to the Liquidating Trust. The Liquidating Trust may be established by agreement with one or more trustees selected by the Board. If the Liquidating Trust is established by agreement with one or more trustees, the trust agreement establishing and governing the Liquidating Trust shall be in form and substance determined by the Board. The trustees shall in general be authorized to take charge of the Company’s property, and to sell and convert into cash or other distributable form any and all corporate non-cash or non-distributable assets and collect the debts and property due and belonging to the Company, with power to prosecute and defend, in the name of the Company, or otherwise, all such suits as may be necessary or proper for the foregoing purposes, and to appoint an agent under it and to do all other acts which might be done by the Company that may be necessary, appropriate or advisable for the final settlement of the unfinished business of the Company.

Complete Liquidation

It is intended that the Plan of Liquidation will be a plan of complete liquidation of the Company in accordance with the terms of Sections 331 and 336 of the Internal Revenue Code. The Plan will be deemed to authorize the taking of such action as, in the opinion of counsel to the Company, may be necessary to conform with the provisions of those Sections 331 and 336 and the regulations promulgated thereunder.

Officers and Directors Following the Liquidation Date

After the effective date of the Plan of Liquidation, the Board and the officers of the Company will continue in their positions, as necessary, for the purpose of winding up the affairs of the Company as contemplated by Delaware law. The Board may appoint officers, hire employees and retain independent contractors and advisors in connection with the winding up process, and is authorized to pay to the Company’s officers, directors and employees, or any of them, compensation or additional compensation above their regular compensation, in money or other property, in recognition of the extraordinary efforts they, or any of them, shall be required to undertake, or actually undertake, in connection with the successful implementation of the Plan of Liquidation. Adoption of the Plan of Liquidation will constitute the approval by the Company’s members of the Board’s authorization of the payment of any such compensation.

Dissolution Completion Date

The Company has not yet determined an expected completion date of the Liquidation, if any. The Plan of Liquidation, however, requires that the Company complete the distribution of all its properties and assets to its members following the filing of its Certificate of Cancellation with the Secretary of State of the State of Delaware.

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Vote Required and Board Recommendation

The Liquidation Proposal will be approved if the holders of two-thirds of the Units of record as of the close of business on the Record Date vote in favor of the proposal. If you are a member and you abstain from voting or fail to vote, or fail to instruct your broker, bank or other nominee how to vote on the Liquidation Proposal, it will have the same effect as a vote cast “AGAINST” the Liquidation Proposal.

The Board recommends that you vote “FOR” the Liquidation Proposal.

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PROPOSAL 3

THE ADJOURNMENT PROPOSAL

The Adjournment Proposal

If at the special meeting of members, the Company, through its management or other representatives, determines it is necessary or appropriate to adjourn the special meeting, we intend to move to vote on the Adjournment Proposal. For example, the Board may make such a determination if the number of units represented and voting in favor of the Asset Sale Proposal at the special meeting is insufficient to adopt the Asset Sale Proposal, or if the number of units represented and voting in favor of the Liquidation Proposal at the special meeting is insufficient to adopt the Liquidation Proposal. If the Board determines that it is necessary or appropriate, we will ask our members to vote only upon (i) the Adjournment Proposal and not the other proposals, or (ii) the Asset Sale Proposal and the Adjournment Proposal but not the Liquidation Proposal if the number of units represented and voting in favor of the Asset Sale Proposal is sufficient to adopt the Asset Sale Proposal but the number of units represented and voting in favor of the Liquidation Proposal is insufficient to adopt the Liquidation Proposal.

In this proposal, we are asking you to authorize the holder of any proxy solicited by the Board to vote in favor of the Adjournment Proposal. If the members approve the Adjournment Proposal, we could adjourn the special meeting, and any adjourned session of the special meeting, to use the additional time to solicit additional proxies, including the solicitation of proxies from members that have previously voted against the Asset Sale Proposal or the Liquidation Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against the Asset Sale Proposal or the Liquidation Proposal to defeat the respective proposals, we could adjourn the special meeting without a vote on the Asset Sale Proposal and the Liquidation Proposal and seek to convince the holders of those shares to change their votes to votes in favor of the Asset Sale Proposal and the Liquidation Proposal. Additionally we may seek to adjourn the special meeting if a quorum is not present or otherwise at the discretion of the chairman of the special meeting.

Vote Required and Board Recommendation

The Adjournment Proposal will be approved if a majority of the units, present in person or represented by proxy and entitled to vote on the subject matter, vote in favor of the proposal, whether or not a quorum is present.

The Board recommends that you vote “FOR” the Adjournment Proposal.

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ESTIMATED INITIAL DISTRIBUTION TO MEMBERS

Estimated Initial Distribution to Members

The Board anticipates that the amount of the initial distribution to members following the Asset Sale will be between $[10.2] and $[11.5] million or $[0.40] to $[0.45] per unit based on 25,410,851 units outstanding as of August 12, 2019.

The Board anticipates that there will be a subsequent distribution of approximately $[7,500,000] or approximately $[0.30] per unit. All anticipated distributions are subject to change and will depend upon the final financial position of the Company on the date of the closing of the Asset Sale, final transaction expenses, and the Company’s ability to satisfy the representations and warranties in the Agreement.

The table below depicts the range of possible initial distribution:

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INTERESTS OF CERTAIN PERSONS IN THE ASSET SALE AND THE LIQUIDATION

In considering the recommendation of the Board that our members vote to approve the Asset Sale and the Liquidation, members should be aware that current directors and executive officers of the Company have interests in the Asset Sale and the Liquidation that are different from, or in addition to, the interests of our members generally. The members of the Board were aware of the different or additional interests and considered these interests, among other matters, in evaluating and negotiating the Agreement, and in recommending to members that the Asset Sale and the Liquidation be approved. See “Proposal 1 – The Asset Sale Proposal – The Asset Sale – Recommendation of the Board; Reasons for the Asset Sale” and “Proposal 2 – The Liquidation Proposal – Officers and Directors Following the Liquidation Date” beginning on pages [    ] and [    ] of this proxy statement. Members should take these interests into account in deciding whether to vote “FOR” the Asset Sale Proposal and the Liquidation Proposal.

These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below. Finally, by approving the Plan of Liquidation, members are approving the authorization of the Board to pay our officers, directors, and employees compensation or additional compensation in connection with the successful implementation of the Plan of Liquidation.

The names and positions of our sole executive as of the date of this proxy statement is:

Our non-employee directors as of the date of this proxy statement are:

Some directors and executive officers of the Company are beneficial owners of the Company. These individuals will receive a distribution on the same terms and conditions as the other members of the Company as a result of any distribution following the closing of the Asset Sale. The amount of distribution these individuals or entities will received can be determined by multiplying their respective share ownership by the estimated range of $[0.70] to $[0.75] per Unit, with the timing of payments as described elsewhere in this proxy statement.

As of August 12, 2019, the executive officers and directors of the Company beneficially owned, in the aggregate, 813,443 Units as set forth below:

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On August 29, 2017, the Board, upon the recommendation of the Compensation Committee, adopted a stay bonus program for the Company’s Chief Executive Officer and other key employees (“Stay Bonus Program”). Under the Stay Bonus Program, if a transaction occurs in which (i) all or substantially all of the assets of the Company are sold to a third party, or (ii) two-thirds of the Company’s units are acquired by a third party (“Transaction”), Mr. Peterson would be entitled to a Stay Bonus. To be eligible, Mr. Peterson must be employed by the Company on a full time basis at the time of the Transaction and agree to remain with the Company for up to 120 days following the closing of the Transaction. The amount of the Stay Bonus would be based on the “Per Unit Sale Price” of the Transaction, but would be limited to 200% of Mr. Peterson’s base salary. Any distributions made by the Company to its members prior to a Transaction would reduce the “Per Unit Sale Price” required for the specific bonus payments under the Stay Bonus Program. If Mr. Peterson’s employment is terminated involuntarily other than cause within 120 days prior to, or after, the date the Company enters into a Letter of Intent or similar agreement (“LOI”) for a Transaction and a Transaction occurs within one year of the employment termination, Mr. Peterson would be entitled to an amount otherwise equal to the amount payable under the Stay Bonus Program. Under the Stay Bonus Program, all payments would be made in cash, would be subject to applicable payroll deduction, and must be made in a manner that does not violate Section 409A of the Internal Revenue Code.

Assuming an aggregate distribution to members of less than $1.00 per Unit, Mr. Peterson will receive a Stay Bonus of $142,500, or 50% or Mr. Peterson’s base salary.

The following table sets forth certain information concerning equity awards outstanding to the named executive officer at August 12, 2019. The table shows the exercise prices of the unit appreciation rights (UARs), which have been reduced for Company dividends to its unit holders.

Each UAR will vest and become deemed exercised as of the date of the closing of the Asset Sale. Mr. Peterson will be entitled to a payment of the fair market value of the Company’s units on the date of the closing of the Asset Sale less the exercise price. Any units that are not “in the money” will be cancelled and of no further effect.

Assuming a fair market value on the date of the closing of the Asset Sale (and expected aggregate distribution to members) of $0.70 - $0.75 per Unit, the payment Mr. Peterson with respect to the UAR for 200,000 units would be between $98,000 and $108,000. The remaining UARs will be cancelled and of no further effect.

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DISSENTERS’ RIGHTS

Dissenters’ rights are a statutory remedy available in many states to members who object to certain extraordinary actions taken by a limited liability company, such as mergers or certain other change of control transactions. This remedy typically allows dissenting members to require the limited liability company to buy their stock at a price equal to its fair value immediately before the extraordinary corporate action is taken. Under Delaware law, our members are not entitled to dissenters’ rights in connection with the Asset Sale or the Liquidation.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes the material U.S. federal income tax consequences of the Asset Sale and of any subsequent asset sales, distributions on Company Units and liquidation of the Company pursuant to the Plan of Liquidation. This discussion is based upon the provisions of the Internal Revenue Code, the U.S. Treasury Regulations promulgated thereunder and judicial and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements in this section. The Company has not requested a ruling from the Internal Revenue Service (the “IRS”) in connection with the Asset Sale, any other transactions contemplated by the Plan of Liquidation, or any distributions on the Company Units pursuant to the Plan of Liquidation. Accordingly, the discussion below neither binds the IRS nor precludes it from adopting a contrary position. No opinion of counsel has been or will be rendered with respect to the tax consequences of the Asset Sale, any other transaction or any distributions.

This discussion assumes that holders of Company Units hold their Units as capital assets within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Company Units in light of that holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of Company Units subject to special treatment under the U.S. federal income tax laws, such as financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, insurance companies, real estate investment trusts, personal holding companies, regulated investment companies, dealers in securities or foreign currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who hold Company Units as part of a hedge, straddle, constructive sale or conversion transaction, and holders whose functional currency is not the U.S. dollar. This discussion does not address the impact of the Medicare contribution tax or any aspect of foreign, state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder.

We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences to holders of Company Units of the Asset Sale and of any subsequent asset sales, distributions on Company Units and liquidation of the Company pursuant to the Plan of Liquidation. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of those transactions or distributions.

THE TAXATION OF PARTNERS IN PARTNERSHIPS IS COMPLEX. THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES RELEVANT TO COMPANY UNITS HOLDERS. THE TAX CONSEQUENCES OF THE ASSET SALE AND ANY DISTRIBUTIONS ON THE COMPANY UNITS MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH UNIT HOLDER. YOU SHOULD CONSULT YOUR TAX ADVISOR CONCERNING THE FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES TO YOU OF THE ASSET SALE OR ANY DISTRIBUTIONS ON COMPANY UNITS, INCLUDING THE CONSEQUENCES OF RECENTLY ENACTED U.S. FEDERAL INCOME TAX LEGISLATION INFORMALLY REFERRED TO AS THE TAX CUTS AND JOBS ACT.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company Units that, for U.S. federal income tax purposes, is or is treated as any of the following:

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A “non-U.S. holder” is a beneficial owner (other than a partnership or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) of Company Units that is not a U.S. holder.

General

The Company is classified as a partnership for federal income tax purposes and as such is not subject to entity level income tax on its earnings; instead it allocates its income and losses to the Company members who must take into account their allocable share of the income or loss on their separate returns. The sale of the Company’s assets will be recognized by the Company as taxable transaction and reported to the members on the Company’s partnership information returns for the year in which the transaction is completed, which is expected to be 2019. Gains or losses will be reported to the members, generally on a pro rata basis in proportion to their ownership of membership units subject to special allocation provisions in the Company’s Operating Agreement. The results of the transactions will be reflected in the members’ capital accounts, which ultimately must be taken into account by the members in determining any gain or loss resulting from final distributions received in connection with the Plan of Liquidation.

After completion of the Asset Sale After and approval of the Plan of Liquidation, until the liquidation is complete, the Company will continue to be treated as a partnership for federal income tax purposes. We do not expect closing of the Asset Sale to affect the U.S. federal income tax rules applicable to your investment in the Company and the Company should continue to be treated as a partnership for federal income tax purposes. Certain federal income tax consequences of the Asset Purchase Agreement and the Asset Sale are summarized below.

Tax Consequence to U.S. Holders

Distributive Shares

As a partnership for federal income tax purposes, the Company will continue not to be subject to federal income tax, but the members will be taxed on their respective distributive shares of the Company’s income, gain, loss, deductions and credits occurring in 2019, including the Asset Sale, which will “flow through” the Company to the members. Each member will continue to report on its federal income tax return its distributive share of the Company’s items of income, gain, loss, deduction and credit for the taxable year, whether or not amounts of cash or other property representing these distributive shares have been actually distributed to it. Members will be required to treat the Company’s tax items consistently with their treatment on the information tax returns filed by the Company unless the member discloses the inconsistency.

The Company expects to recognize approximately $[26.9] million in ordinary income and $[0] in capital gains pursuant to the Asset Sale and the Plan of Liquidation. The ordinary income is related to the assets the Company liquidates for sale to customers in the ordinary course of business; any gain or loss on these sales would be considered ordinary income or loss and would be considered unrelated business taxable income for tax-exempt members. In addition, the sale of business assets depreciated as personal property will be subject to recapture of accumulated depreciation to the extent the tax basis of these is less than its original purchase price.

Allocations

The Company expects the average ordinary income to be approximately $[1.06] per unit and capital gain income of $[0.00] per unit, respectively, for tax year 2019, resulting from transactions pursuant to the Asset Sale and the liquidation plan. The Company has, however, obtained capital contributions at various points in its

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history. Pursuant to these capital contributions, allocations of income and loss based on the economic contributed values may vary upon the disposition of assets from the underlying Asset Sale. These economic allocations of income or loss through the “flow through” distributive shares do not change the fundamental allocation of distributions that are pursuant to the economic interests of the members on a unit by unit basis. The Company will make regulatory special allocations for income tax purposes as required, and in accordance with the Company member operating agreement. The special allocations are generally made pursuant to the rules under Section 704(c). The special Section 704(c) and reverse Section 704(c) allocations are generally designed to account for differences in gross asset value and the underlying tax basis in Company assets at the time when new membership units are issued, unit redemptions. Adjustments are made only if necessary to reflect the relative economic interests of the membership unit holders. The special tax allocations are not intended to have economic effect, however, generally must be taken into account by the members, where applicable.

Distributions

Although the Company intends to make a cash distribution to its Unit holders, the Company has not yet determined the amount of the cash distribution, but will make that decision following the closing of the Asset Sale, after considering the Company’s cash resources, its anticipated future working capital needs and obligations, other potential uses of the proceeds of the transaction, and applicable legal requirements. In the event the Company declares a distribution, the distributions of cash or other property generally may be received by a member without federal income tax. In some circumstances, however, distributions will be taxable. Cash distributed in excess of a member’s adjusted tax basis in its interest in the Company generally would be treated as gain from the sale or exchange of that interest. A final and liquidating distribution of cash in an amount less than a member’s adjusted tax basis in its interest in the Company generally would be treated as a loss from the sale of exchange of that interest. Any such gain or loss resulting from a distribution generally would be treated as a capital gain or loss. A capital gain recognized by non-corporate members who will have held their interests for more than one year may qualify for lower federal income tax rates. If the Company distributes any asset, other than marketable securities, in-kind to any or all of its members, generally no gain would be recognized by a member until the member disposes of the asset. To the extent distributions were considered liquidating distributions, generally the members would receive a basis in assets distributed in-kind corresponding to their remaining basis in their interests in the Company. A member’s adjusted tax basis in its interest is generally equal to the member’s contributions to the capital of the Company, plus its distributive share of the Company’s income and gains, minus the Company’s distributions to it and its distributive share of the Company’s deductions and losses.

Tax Consequences of a Liquidating Trust

If the Company transfers assets to a liquidating trust in connection with the Liquidation, it intends to structure the liquidating trust (including making interests in the trust non-transferable) so that it will not be treated as an association taxable as a corporation based upon the anticipated activities of the liquidating trust. Accordingly, it is expected that the liquidating trust itself should not be subject to U.S. federal income tax. Holders of Company Units will be treated for tax purposes as having received a distribution at the time of transfer of their pro rata share of money and the fair market value of property (other than money) transferred to the liquidating trust, reduced by the amount of known liabilities assumed by the liquidating trust or to which the property transferred is subject, and then having contributed this property to the trust. The distribution (assuming it is made pursuant to the Plan of Liquidation) would be treated as a distribution in liquidation of the holders’ Company Units. Because the Company expects the contribution to the Liquidating Trust to occur in the same year as the Asset Sale, the Company does not expect this contribution to have a significant tax effect on any Unit Holder. See “– Tax Consequences to U.S. Holders” above, and “– Tax Consequences to Non-U.S. Holders” below.

As owners of the trust, the holders of Company Units would be required to take into account for U.S. federal income tax purposes their pro rata portion of any income, expense, gain or loss recognized by the liquidating

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trust. The income, expense, gain or loss recognized by the liquidating trust would not affect a holder’s basis in Company Units. As a result of the transfer of property by the Company to a liquidating trust and the ongoing activities of that trust, holders of Company Units should be aware that they may be subject to U.S. federal income tax even though they do not receive any actual distributions from the liquidating trust.

If a liquidating trust is established, the Company would not obtain any IRS ruling as to the tax status of that trust and there is no assurance that the IRS would agree with the Company’s conclusion that the liquidating trust should be treated as a liquidating trust for U.S. federal income tax purposes. If, contrary to the Company’s expectation, it were determined that the liquidating trust should be classified for U.S. federal income tax purposes as an association taxable as a corporation, income and losses of the liquidating trust would be reflected on its own tax return rather than being passed through to the holders of Company Units and the liquidating trust would be required to pay federal income taxes at corporate tax rates. Furthermore, much of the discussion above would no longer be accurate. For instance, all or a portion of any distribution made to the holders of Company Units from the liquidating trust could be treated as a dividend. Holders of Company Units might also be subject to liability for state and local taxes on account of their interests in the liquidating trust. State and local tax laws may differ in various respects from U.S. federal income tax law.

U.S. Income Tax Consequences of Backup Withholding

Unless a U.S. holder complies with certain reporting and or certification procedures or is an exempt recipient under applicable provisions of the Internal Revenue Code and Treasury Regulations, the U.S. holder may be subject to back-up withholding tax with respect to any payments received under the winding up. Back-up withholding generally will not apply to payments made to some exempt recipients such as a corporation or financial institution or to a U.S. holder who furnishes a correct taxpayer identification number or provides a certificate of foreign status and provides certain other required information. If back-up withholding applies, the amount withheld is not an additional tax, but is credited against the U.S. holder’s U.S. federal income tax liability.

Tax Consequences to Non-U.S. Holders

FOREIGN CORPORATIONS, PERSONS OR ENTITIES WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED STATES SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. AND NON-U.S. TAX CONSEQUENCES OF THE ASSET SALE AND LIQUIDATION.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Internal Revenue Code and the Treasury regulations thereunder (commonly referred to as “FATCA”), impose a 30% withholding tax on payments of distributions on Company Units and, for dispositions after December 31, 2018, payments of gross proceeds from the sale, exchange, redemption, or other disposition of Company Units to “foreign financial institutions” (as defined under FATCA) as the beneficial owner or an intermediary, and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption applies. An intergovernmental agreement between the jurisdiction of a recipient and the United States may modify the rules described in this paragraph. You should consult your tax advisor regarding the effect, if any, of the FATCA rules for you based on your particular circumstances.

Information Reporting and Backup Withholding

Generally, the amount of Liquidating Distributions, if any, paid on Company Units to non-U.S. holders and the amount of tax, if any, withheld with respect to those payments must be reported annually to the IRS and to the non-U.S. holders. Copies of the information returns reporting such Liquidating Distributions and withholding

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may also be made available to the tax authorities in a country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty. In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of Liquidating Distributions on Company Units, provided a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or applicable successor form), has been provided by the non-U.S. holder or the non-U.S. holder otherwise establishes an exemption. In addition, a non-U.S. holder will be subject to information reporting and, depending on the circumstances, backup withholding with respect to payments of the proceeds of the sale of Company Units conducted within the United States or through certain U.S.-related financial intermediaries, unless the statement described above has been received, or the non-U.S. holder otherwise establishes an exemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

THE TAXATION OF PARTNERS IN PARTNERSHIPS IS COMPLEX. THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES RELEVANT TO COMPANY UNITS HOLDERS. THE TAX CONSEQUENCES OF THE ASSET SALE OR ANY DISTRIBUTIONS ON THE COMPANY UNITS MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER. YOU SHOULD CONSULT YOUR TAX ADVISOR CONCERNING THE FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES TO YOU OF THE ASSET SALE OR ANY DISTRIBUTIONS ON COMPANY UNITS, INCLUDING THE CONSEQUENCES OF RECENTLY ENACTED U.S. FEDERAL INCOME TAX LEGISLATION INFORMALLY REFERRED TO AS THE TAX CUTS AND JOBS ACT.

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MARKET PRICE AND DIVIDEND INFORMATION

Market Information

There is no established trading market for our membership units, but since June 2015, our units have been listed on AgStockTrade.com, an internet-based matching platform. Our membership units are subject to substantial transfer restrictions pursuant to our operating agreement, which prohibits transfers without the approval of our Board. The Board will not approve transfers unless they fall within “safe harbors” contained in the publicly traded partnership rules under the Internal Revenue Code, which include, without limitation, the following:

Holders

There were 1,603 holders of record of our units as of August 12, 2019.

Issuer Purchases of Equity Securities

We did not purchase any of our equity securities during fiscal 2018 or in fiscal 2019 to date..

Distributions

In December 2012, after the sale of our Fairmont, Nebraska facility, we paid a distribution of $4.15 per unit to our unit holders. Our Board declared a cash distribution of $0.31 per unit on September 18, 2013, which was paid out in October 2013. In June 2014, our Board declared a cash distribution of $0.48 per unit, which was paid out in June 2014. In February 2017, our Board declared a cash distribution of $0.15 per unit, which was paid out in February 2017.

Performance Graph

There is no established trading market for our membership units, which are subject to substantial transfer restrictions pursuant to our operating agreement. Given that our units are not publicly traded on an exchange or any over-the-counter market and we have very limited valuation data on our membership units, we have omitted the performance graph showing the change in our unit holder return.

Unregistered Sales of Equity Securities

The Company had no unregistered sales of securities in fiscal 2018 or fiscal 2019.

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OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of August 12, 2019, the ownership of units by each member that we know owns beneficially more than 5% of the outstanding units, each executive officer and director, and all executive officers and directors as a group. At the close of business on August 12, 2019, there were 25,410,851 units issued and outstanding, each of which is entitled to one vote.

Unless otherwise indicated by footnote, the listed beneficial owner has sole voting power and investment power with respect to such units at this Special Meeting, no director or executive officer has pledged as security any units shown as beneficially owned, and the mailing address for each person listed in the table is 8000 Norman Center Drive, Bloomington, MN 55437.

Voting Agreement

Concurrent with the execution and delivery of the Asset Purchase Agreement, on August 1 2019, Thomas H. Lee Partners, L.P. and entities affiliated with Thomas H. Lee Partners, L.P. (collectively, the “THL Parties”) entered into a voting agreement (the “Voting Agreement”), attached hereto as Annex D, with GLE under which the THL Parties agreed to vote their Units in favor of the Asset Purchase.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, Proxy Statements and other information with the SEC. You may read and copy these reports, statements or other information we file at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov. The reports and other information that we file with the SEC are also available in the “SEC Filings” section of our corporate website at www.advancedbioenergy.com. Our website address is provided as an inactive textual reference only. The information provided on our website is not part of this Proxy Statement, and therefore is not incorporated herein by reference.

Statements contained in this Proxy Statement, or in any document incorporated by reference in this Proxy Statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows us to “incorporate by reference” into this Proxy Statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this Proxy Statement, and later information that we file with the SEC will update and supersede that information. We incorporate by reference any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy Statement and before the Closing.

Any person, including any beneficial owner, to whom this Proxy Statement is delivered may request copies of Proxy Statements and any of the documents incorporated by reference in this document or other information concerning us, without charge, by written request directed to the attention of our Corporate Secretary at Advanced BioEnergy, LLC, 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437 or from the SEC through the SEC’s website at the address provided above. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

NOTICE OF INTERNET AVAILABILITY OF PROXY STATEMENT MATERIALS

Important Notice Regarding the Availability of Proxy Statement Materials

Pursuant to rules promulgated by the SEC, we have elected to provide access to this Proxy Statement both by sending you this Proxy Statement and by notifying you of the availability of such on the Internet.

This Proxy Statement, including the four Annexes to this Proxy Statement, is available at the following website: www.advancedbioenergy.com

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ANNEX A

ASSET PURCHASE AGREEMENT

[SEE ATTACHED]

Execution Copy

ASSET PURCHASE AGREEMENT

by and among

Glacial Lakes Energy, LLC

as Buyer,

ABE South Dakota, LLC

as Seller

and

Advanced BioEnergy, LLC

as Parent

August 1, 2019

TABLE OF CONTENTS

EXHIBITS

DISCLOSURE SCHEDULES

OTHER SCHEDULES