UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHS Inc.
(Exact name of registrant as specified in its charter)
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Minnesota |
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41-0251095 |
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(State of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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5500 Cenex Drive, Inver Grove Heights |
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55077 |
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(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
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Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 |
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The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o
Securities Act registration statement file number to which this form relates: 333-193891 and 333-194308
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant’s Securities to be Registered.
A description of the Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2, of CHS Inc., a Minnesota cooperative corporation (the “Registrant”), to be registered hereunder is contained under the caption “Description of Class B Series 2 Preferred Stock” in the prospectus included in the Registrant’s Registration Statement on Form S-1 (File No. 333-193891), initially filed with the Securities and Exchange Commission (the “Commission”) on February 11, 2014, as amended from time to time (the “Registration Statement”), and is incorporated herein by reference. Any form of prospectus filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that constitutes part of the Registration Statement shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
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Description |
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3.1 |
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Articles of Incorporation of CHS Inc., as amended. (Incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended November 30, 2006, filed January 11, 2007). |
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3.2 |
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Bylaws of CHS Inc. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-156255), filed December 17, 2008). |
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3.2A |
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Amended Article III, Section 3(b) of Bylaws of CHS Inc. (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed May 5, 2010). |
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3.2B |
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Amendment to the Bylaws of CHS Inc. (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed December 7, 2010). |
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4.1 |
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Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-2 (File No. 333-101916), filed January 14, 2003). |
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4.2 |
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Form of Certificate Representing 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-2 (File No. 333-101916), filed January 23, 2003). |
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4.3 |
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Unanimous Written Consent Resolution of the Board of Directors Amending the Amended and Restated Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-2 (File No. 333-101916), filed January 23, 2003). |
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4.4 |
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Unanimous Written Consent Resolution of the Board of Directors Amending the Amended and Restated Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock to change the record date for dividends. (Incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended May 31, 2003, filed July 2, 2003). |
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4.5 |
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Resolution Amending the Terms of the 8% Cumulative Redeemable Preferred Stock to Provide for Call Protection. (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 19, 2013). |
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4.6 |
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Amended and Restated Resolution of the Board of Directors of CHS Inc. Creating a Series of Preferred Equity to be Designated Class B Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-190019), filed on September 13, 2013). |
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4.7 |
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Written Action of the Board of Directors of CHS Inc. Relating to the Terms of the Class B Cumulative Redeemable Preferred Stock, Series 1. (Incorporated by reference to the Registrant’s Registration Statement on Form 8-A (File No. 001-36079), filed on September 20, 2013). |
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4.8 |
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Form of Certificate Representing Class B Cumulative Redeemable Preferred Stock, Series 1. (Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-190019), filed on September 13, 2013). |
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4.9 |
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Unanimous Written Consent Resolution of the Board of Directors Relating to the Terms of the Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2. |
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4.10 |
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Form of Certificate Representing Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2. (Incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193891), filed on February 26, 2014). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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CHS Inc. |
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(Registrant) |
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Date: March 4, 2014 |
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By: |
/s/ Timothy Skidmore |
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Timothy Skidmore |
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Executive Vice President and Chief Financial Officer |
Exhibit 4.9
WRITTEN ACTION OF THE BOARD OF DIRECTORS
of
CHS INC.
WHEREAS, the Board of Directors of CHS Inc. (the “Company”) has created a series of capital stock designated “Class B Cumulative Redeemable Preferred Stock” (the “Class B Preferred Stock”), pursuant to a resolution adopted September 5, 2013 (the “Creation Resolution”), and has authorized the issuance of up to 20 million shares of the Class B Preferred Stock, Series 2, pursuant to a resolution adopted February 7, 2014 (the “Authorizing Resolution”);
WHEREAS, the Authorizing Resolution authorizes issuance of the Shares containing final pricing terms (including the initial dividend rate and period, the terms of any rate reset, the initial offering price per share, any no-call period, and the date from which dividends begin to accumulate) to be approved by a written action of this Board of Directors at the time of pricing of the Shares; and
WHEREAS, the pricing of the Shares has been concluded on acceptable terms and conditions.
RESOLVED , that this Board of Directors authorizes the issuance and sale of the Shares containing the following final pricing terms:
(1) The affirmative vote of the holders of a majority of the outstanding Shares, voting as a class, is required to approve any amendment to our articles of incorporation that relates solely to the Shares or to the resolutions establishing the specific economic terms of the Shares if such amendment adversely affects the powers, rights or preferences of the holders of the Shares.
(2) A dividend rate of 7.100% per annum (equivalent to $1.775 per annum per Share), until March 31, 2024.
(3) The issuance and sale of 16,800,000 Shares at an initial offering price of $25.00 per Share.
(4) A rate reset provision providing for adjustment of the initial dividend rate ten years after original issuance to be calculated as set forth in the Registration Statement (provided that the dividend rate shall not in any event be greater than 8% per annum).
(5) The Shares shall be subject to a no call period of ten (10) years from their date of issuance, during which the Shares will not be subject to optional redemption by the Company.
(6) Dividends shall be fully cumulative and shall accumulate without interest from and including March 11, 2014.