Andersons to acquire Harvestone in $915M ethanol deal
Closing is expected in the fourth quarter of 2026 or early in the first quarter of 2027, subject to regulatory approvals and closing conditions.
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Form Type
8-K
Rhea-AI Filing Summary
The Andersons, Inc. (ANDE) agreed to acquire all outstanding limited partner interests in Harvestone Low Carbon Partners, LP (HLCP) for $915 million through purchases of certain blocker entities and a merger. HLCP operates three ethanol facilities in North Dakota and Indiana with approximately 215 million gallons of annual production capacity. The purchase price includes a normalized level of working capital and is subject to customary adjustments and closing conditions.
Upon closing, ANDE's combined ethanol platform is expected to have approximately 730 million gallons of annual capacity. The company expects to fund the purchase with approximately $300 million in borrowings under its existing revolving credit facility and $615 million in additional long-term debt. U.S. Bank National Association and Farm Credit Mid-America, PCA committed financing for the long-term debt, whose funding is contingent on definitive documentation, completion of the acquisition and other customary conditions. Closing is expected in the fourth quarter of 2026 or early in the first quarter of 2027, subject to regulatory approvals and applicable closing conditions. The company expects the transaction to be immediately accretive to earnings per share and cash flows; pro forma long-term debt-to-EBITDA is projected to remain below its stated target of less than 2.5x.
Filing Explained
The Andersons itself guarantees all obligations of its acquisition subsidiary and merger sub under the purchase agreement.
The acquisition remains pending, subject to regulatory approvals and other closing conditions; the release attributes approximately half of the
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Purchase price: $915 million
HLCP annual ethanol production capacity: Approximately 215 million gallons per year
HLCP production facilities: 3 facilities
+5 more
8 metrics
Purchase price
$915 million
Acquisition of HLCP
HLCP annual ethanol production capacity
Approximately 215 million gallons per year
Capacity at HLCP's three facilities
HLCP production facilities
3 facilities
Located in North Dakota and Indiana
Combined annual ethanol production capacity
Approximately 730 million gallons per year
Expected upon closing
Revolving credit facility borrowings
Approximately $300 million
Expected transaction financing
Additional long-term debt
$615 million
Expected transaction financing
Pro forma long-term debt-to-EBITDA
Projected below 2.5x
Company's stated target is less than 2.5x
Renewables platform expansion
More than 40%
Company-stated expansion from the acquisition
Key Terms
normalized level of working capital, 45Z and 45Q tax credits, carbon capture and sequestration (CCS), Class VI CO2 injection capabilities, +1 more
5 terms
normalized level of working capital financial
"purchase price includes a normalized level of working capital"
45Z and 45Q tax credits regulatory
"expected 45Z and 45Q tax credit cash flows"
carbon capture and sequestration (CCS) technical
"vertically integrated carbon capture and sequestration (CCS) capabilities"
A process that captures carbon dioxide from power plants, factories or the air, then transports and stores it securely underground or converts it into durable products so it doesn't enter the atmosphere. Investors care because CCS can change a company’s future costs and revenue—it may unlock regulatory credits, reduce emissions-related liabilities, and require large upfront spending and long-term monitoring, like buying an insurance policy that’s expensive to set up but meant to reduce future risk.
Class VI CO2 injection capabilities technical
"demonstrated Class VI CO2 injection capabilities"
long-term debt-to-EBITDA financial
"pro forma long-term debt-to-EBITDA projected to remain below"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is ANDE paying for Harvestone Low Carbon Partners?
The purchase price is $915 million, including a normalized level of working capital, and is subject to customary purchase price adjustments and closing conditions. Approximately half of the purchase price is attributed to expected 45Z and 45Q tax credit cash flows, with the remainder attributed to the underlying base ethanol operations and additional low-carbon opportunities.
How will ANDE finance the Harvestone acquisition?
The Andersons expects to use approximately $300 million in borrowings under its existing revolving credit facility and $615 million in additional long-term debt. U.S. Bank National Association and Farm Credit Mid-America, PCA committed financing for the long-term debt; funding is contingent on definitive documentation, completion of the acquisition and other customary conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | |||||
__________________________________________
The Andersons, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| (State of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(419 ) 893-5050
(Registrant’s telephone number, including area code)
__________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
__________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||||||||||||
__________________________________________
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[☐ ] Emerging growth company
[☐] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
On November 3, 2026, The Andersons Renewables, LLC ("Andersons Renewables"), a wholly owned subsidiary of The Andersons, Inc. (the "Company"), entered into a Merger and Equity Purchase Agreement (the "Purchase Agreement") with ECP V-B, LP, ECP V-C, LP, ECP V-D, LP, Harvestone Low Carbon Partners, LP ("HLCP") and Heartland Merger Sub, LLC ("Merger Sub"). Pursuant to the Purchase Agreement, Andersons Renewables will acquire, directly or indirectly, all of the outstanding limited partner interests in HLCP through the purchase of certain blocker entities and the merger of Merger Sub with and into HLCP, with HLCP surviving the merger and becoming a wholly owned subsidiary of Andersons Renewables (the "Transaction"). HLCP, an industry leader in low-carbon ethanol, owns and operates three production facilities in North Dakota and Indiana, with a combined production capacity of approximately 215 million gallons of ethanol per year.
The Purchase Agreement provides for a purchase price of $915 million. The purchase price includes a normalized level of working capital, and the Transaction is subject to customary purchase price adjustments and closing conditions. The Company expects to finance the Transaction through a combination of long-term debt issuance and borrowings under its existing revolving credit facility. The Company has obtained committed financing for the long-term debt pursuant to a commitment letter entered into on November 3, 2026 with U.S. Bank National Association and Farm Credit Mid-America, PCA. The funding of such long-term debt is contingent on execution of definitive documentation, completion of the acquisition and other customary conditions.
The Transaction is expected to close in the fourth quarter of 2026 or early in the first quarter of 2027, subject to regulatory approvals and the satisfaction or waiver of applicable closing conditions. The Company has guaranteed all obligations of Andersons Renewables and Merger Sub under the Purchase Agreement.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
The Company has issued a press release announcing the Purchase Agreement which is included as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed incorporated by reference into any of the Company's reports or filings with the SEC, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing. The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 2.1 | Merger and Equity Purchase Agreement, dated as of November 3, 2026, by and among ECP V-B, LP, ECP V-C, LP, ECP V-D, LP, Harvestone Low Carbon Partners, LP, Heartland Merger Sub, LLC and The Andersons Renewables, LLC | |||||||
| 99.1 | Press Release dated November 4, 2026 | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Andersons, Inc. | |||||||||||
| November 6, 2026 | By: | /s/ Brian A. Valentine | |||||||||
| Brian A. Valentine | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
NEWS RELEASEThe Andersons, Inc. to Acquire Harvestone Low Carbon Partners, Expanding Ethanol Production Capacity and Low-Carbon Fuels Capabilities
Expands The Andersons’ Renewables platform by more than 40%, adding approximately 215 million gallons of annual ethanol production
Adds a differentiated low-carbon ethanol platform strategically positioned to serve premium markets and complement The Andersons’ existing network
Transaction expected to be immediately accretive to earnings per share and cash flows
MAUMEE, OHIO, November 4, 2026 - The Andersons, Inc. (Nasdaq: ANDE) today announced that it has entered into a definitive agreement to acquire Harvestone Low Carbon Partners (HLCP), an industry leader in low-carbon ethanol that owns and operates three ethanol production facilities in North Dakota and Indiana from Energy Capital Partners (ECP), for $915 million. Approximately half of the purchase price is attributed to expected 45Z and 45Q tax credit cash flows, with the remainder to the underlying base ethanol operations and additional low-carbon opportunities. Upon closing, The Andersons’ (the Company) combined ethanol production platform will have approximately 730 million gallons of annual capacity. The purchase price includes a normalized level of working capital. The transaction is subject to customary adjustments and closing conditions.
HLCP has a demonstrated track record of innovation in renewable fuels, including the development and commercialization of vertically integrated carbon capture and sequestration (CCS) capabilities. Its facilities are strategically positioned to serve low-carbon fuel markets, supported by established customer relationships. Its operating CCS infrastructure reduces the carbon intensity of ethanol production and enables the business to capture value through low-carbon fuel markets and applicable tax incentives, with additional benefits anticipated from projects under development.
“Our Renewables strategy is centered on expanding our low-carbon production platform through disciplined investments and capturing the growing value of renewable fuels,” said Bill Krueger, President and Chief Executive Officer of The Andersons. “We have been evaluating ethanol plant acquisition opportunities for several years, and HLCP is exactly what we have been looking for. Its production economics, established low-carbon ethanol capabilities, and strategically advantaged locations complement our existing network and together represent a combination that is difficult to replicate. We believe this acquisition strengthens our Renewables business and creates a differentiated platform for profitable growth and attractive long-term returns for our shareholders. We look forward to welcoming the HLCP team to The Andersons.”
Exhibit 99.1
“We believe The Andersons is the right home for HLCP,” said Jeff Zueger, CEO of HLCP. “Our organizations share a strong commitment to our employees, our communities and the customers we serve, and we see a strong cultural fit between our teams. We’re excited about what we can accomplish together.”
Compelling Strategic Benefits
•Expands production scale and geographic reach: Adds three established ethanol production facilities in complementary agricultural regions, including two in North Dakota that extend The Andersons' presence in the Western Corn Belt and one in Indiana that complements the Company’s Eastern Corn Belt operations. The facilities benefit from favorable corn procurement economics and established logistics infrastructure, with the North Dakota assets well positioned to serve low-carbon fuel markets.
•Adds differentiated, established low-carbon production capabilities: Brings operating CCS infrastructure and expertise, placing The Andersons among a very limited number of U.S. ethanol producers with demonstrated Class VI CO2 injection capabilities. These operating assets represent a meaningful competitive advantage in an industry where much of the planned carbon sequestration capacity remains in development.
•Increases access to premium low-carbon fuel markets: Lower-carbon ethanol can command premium pricing, demonstrating HLCP’s ability to commercialize its low-carbon production and capture value beyond conventional ethanol margins.
•Leverages The Andersons’ integrated business model: The Company’s grain origination, merchandising, and logistics capabilities complement HLCP’s operations, creating synergistic opportunities to strengthen feedstock procurement, capture greater value from ethanol and co-products (DDGS and distillers corn oil), and enhance supply chain efficiency. Potential benefits include implementing best practices from both companies, the ability to maximize customer relationships across the combined fleet of plants, and implementation of the Company’s Regenerative Ag programs.
Transaction Details
The transaction is expected to be financed through a combination of approximately $300 million in borrowings under The Andersons’ existing revolving credit facility and $615 million in additional long-term debt. Committed financing was provided by U.S. Bank National Association and Farm Credit Mid-America, PCA.
The Company expects to maintain a strong balance sheet following the transaction, with pro forma long-term debt-to-EBITDA projected to remain below the Company’s stated target of less than 2.5x. HLCP is expected to generate substantial cash flow with its industry-leading low-carbon ethanol production, along with generation of 45Z and 45Q tax credits. Anticipated immediate accretion from the transaction and cash flow generation from the combined business is expected to support financial flexibility and allow The
Exhibit 99.1
Andersons’ to maintain its established capital allocation priorities, including investments in growth and returns to shareholders.
The Company expects the transaction to close in the fourth quarter of 2026 or early in the first quarter of 2027, subject to required regulatory approvals and other customary closing conditions.
Advisors
Goldman Sachs & Co. LLC served as exclusive financial advisor and Polsinelli PC served as legal advisor to The Andersons, Inc. on the transaction.
Conference Call
The company will discuss this transaction at its quarterly earnings webcast on Wednesday, November 4, 2026, at 8:30 a.m. ET. To access the call, please dial 888-317-6003 or 412-317-6061 (elite entry number is 9510864). It is recommended that you call 10 minutes before the conference call begins.
To access the webcast, click on the link: https://app.webinar.net/ A7ab67dYrPw and submit the requested information as directed. A replay of the call can also be accessed under the heading "Investors" on the company’s website at www.andersonsinc.com.
Forward-Looking Statements
This release contains forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially. Without limitation, these risks include economic, weather and regulatory conditions, competition, geopolitical risk, and the risk factors set forth from time to time in the company’s filings with the Securities and Exchange Commission. Although the company believes that the assumptions upon which the financial information and its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct.
Company Description
The Andersons, Inc., is a diversified company rooted in agriculture that conducts business in the agribusiness and renewables sectors. Guided by its Statement of Principles, The Andersons is committed to providing extraordinary service to its customers, helping its employees improve, supporting its communities, and increasing the value of the company. For more information, please visit www.andersonsinc.com.
Investor Relations Contact
Mike Hoelter
Vice President, Corporate Controller and Investor Relations
Phone: 419-897-6715
E-mail: investorrelations@andersonsinc.com