‘A Change of Partners’ – Harless discusses the ProGold partnership with Cargill

Chairman Mark Harless reviewed the change in ownership of ProGold LLC. “On March 1st, Cargill purchased 50% interest (in ProGold) from American Crystal Sugar Company and Golden Growers Cooperative purchased American Crystal’s remaining 1%. The next result is that Cargill and Golden Growers each own 50% interest in ProGold, LLC.”

Harless indicated that MDU’s August decision to build a natural gas pipeline to Wahpeton was a key issue for Cargill to consider exercising its option. Harless said that Cargill previously indicated that landing a co-located partner to utilize a significant portion of the corn plant’s grind was critical to exercising their option. “We found ourselves in a ‘catch-22’ situation. We needed natural gas to attract co-located partners, but natural gas providers wanted guaranteed purchase agreements” that neither ProGold or Cargill could sign. MDU’s new proposal involved “a commitment to purchase gas, but not guarantee repayment. In essence, it would prioritize stability and opportunity over the risk of repayment.” Harless thanked a ‘Team of Advocates’ who assisted in making the pipeline a reality. He recognized Wahpeton Mayor Steve Dale, City Auditor Darcie Huwe, Wahpeton’s gas consultant, the late David Yexley, and State Representative Alisa Mitskog. Harless also thanked Cargill for engaging in the effort.

“With natural gas uncertainty in the rear view mirror, Cargill had to make a decision on whether or not to exercise their option,” relayed Harless. “Cargill reached out to Golden Growers to discuss how we might structure an agreement to allow them to make an equity investment in ProGold.” The Board outlined GGC’s intention to have a long-term relationship with the plant. GGC also wanted to protect members’ investment and remove uncertainty for the future. Cargill was still interested in an integrated joint venture for the long term, but needed time to attract that elusive co-located partner. “After months of negotiations, Cargill and GGC reached final agreement,” said Harless.

Under terms of the agreement ProGold will lease the corn wet milling facility to Cargill through December 31, 2026. Lease payments for 2022 and 2023 will be $15.5 Million with a $750,000 ProGold contribution to infrastructure maintenance. For 2024 through 2026, the lease increases to $16 Million with $500,000 per year committed to infrastructure. “Under certain circumstances, Cargill and GGC may reach an integrated Joint Venture Agreement to fully share profits and losses of the facility.” GGC would be required to reimburse Cargill for 50% of undepreciated capital projects and costs associated with hosting a co-located partner. “If conditions do not occur OR Cargill and GGC are unable to agree on an integrated JV operating agreement, Cargill will purchase GGC’s interest in ProGold for $81 Million, plus half of any remaining lease payments,” stated Harless.

“Our agreement with Cargill assures that the ProGold plant will continue operations well into the future. This is important to Golden Growers members, the employees who work there, corn producers who deliver to the facility, and the surrounding community.” Harless offered his appreciation to American Crystal Sugar Company for their trusted partnership over the past 28 years. “As of March 1st, we are embarking on a new chapter for ProGold and Golden Growers as one partnershp ends and our new partnership with Cargill beings.”

Mike Wagner highlights ‘Stability’ and ‘Certainty’

Cargill’s Managing Director for Cargill’s Starches, Sweeteners, and Texturizers North American Business, emphasized the importance of stability and certainty for the Wahpeton corn wet milling plant. “I couldn’t imagine not having Wahpeton in our corn milling network,” stated Mike Wagner. “On February 24th, when we held a ‘virtual announcement’ about our agreement, Wahpeton employees offered a sustained ovation. I knew what the announcement meant to me, but it meant much more to them because uncertainty was replaced with stability for the future.”

Wagner stated that corn wet milling is at the core of Cargill’s operations. “To be profitable, corn wet mills need to run at capacity.” Wagner described their effort to divert an increasing percentage of the grind from HFCS which is slowly declining in consumption, to other products. The strategy to convert grind includes working with other companies that want to locate next to a Cargill site utilizing dextrose or starch to make a variety of products such as: zero-calorie fermented sweeteners; food bulking agents; bioplastics (PLA); butanediol (BDO) which is a renewable chemical used in the apparel (like spandex), automotive, and electronics industries; absorbent material for biodegradable diapers; and more.

“When we present our locations to a prospective company to co-locate at one of our facilities, we present a menu of possibilities so that they can match their needs to a specific location.” Low carbon sites are an important consideration for companies looking for a site, he said. Wagner stressed that Cargill also needs to determine if a potential co-located partner is right for the site and for Cargill. “We evaluate proposals very carefully. to make sure that the partnership is going to be a good fit for both parties.”

Stofferahn: Information available to determine value

Scott Stofferahn stressed that while the GGC Board believes that the recent agreement with Cargill is favorable to Unit values, GGC will not offer an opinion on the value of Units. “How units are valued is up to each one of you as members. But all of the information you need to make that judgement is available to you.” Stofferahn said. GGC’s balance sheet, future lease payments, the potential for a future JV and potential associated costs, the guaranteed buyout value should no agreement be achieved, and outstanding units of 15,490,480 are in SEC filings, on the GGC website, etc., he said.

Directors Elected – Directors Honored

Three New Directors Elected, Bylaws Amended
Golden Growers members elected: Brady Koehl, of Hancock, MN as At-Large Director for a 1-Year term; Chris Johnson of Great Bend, ND as Central District Director for a 1-Year term; and Blane Benedict of Sabin, MN as North District Director for a 2-Year term. In addition, Matthew Hasbargen was re-elected as an At-large Director for a 3-Year term and Brett Johnson was re-elected as a Central District Director for a 3-Year term.

Members also approved the proposed bylaw amendment.

At the 2023 Annual Meeting, there will be a vacancy in the North district for a 3-year term. Please contact Scott Stofferahn if you have an interest in serving on the Board.

Annual Meeting Honors Retiring Directors
David Benedict, Byron Koehl and Nick Pyle retired from the Golden Growers Board at the conclusion of the 2022 Annual Meeting. All three were first elected in 2010 and served on the Board a total of 12 years.

Most recently, Benedict and Koehl served on the Strategic Planning Committee. Pyle served as 1st Vice-Chair and as Chairman of the Finance & Audit Committee.

“David, Byron and Nick distinguished themselves as exceptional directors. We were fortunate to benefit from their broad agricultural, agribusiness, and financial expertise. On behalf of the Board, thank you for your time, talent and friendship,” stated Harless.


West Fargo, ND (February 24, 2022) Cargill Inc. (Cargill) formally announced that it will exercise its option to purchase American Crystal’s 50% interest in ProGold LLC (ProGold).  As a party to the 2018 Consent Agreement, Golden Growers Cooperative (Golden Growers) will purchase American Crystal’s remaining 1%.  The net result is that Cargill and GGC will each own 50% interest in ProGold, LLC.

“We believe this agreement with Cargill offers a bright future for our members,” stated Mark Harless, Golden Growers Chairman.  “Our agreement signals a long-term commitment to the Wahpeton community, employees of the facility, and corn producers.  For the past twenty-eight years, American Crystal Sugar Company has been our trusted partner.  We are so thankful for those years and look forward to a new chapter for ProGold and Golden Growers.”

“This strategic partnership combines the strengths of both parties, paving the way for long-term reliability and viability of corn-based ingredients to supply our customers,” said Mike Wagner, managing director for Cargill’s starches, sweeteners and texturizers business in North America. “We’re proud of our team members who have been instrumental in the success of this operation and our long-standing partnership with ProGold and the local corn growers for the past 25 years. We look forward to exploring new growth opportunities for the facility, including attracting co-location partners to the site.”

Asked about the sale, American Crystal Sugar Company CEO Tom Astrup said, “American Crystal has enjoyed a long, successful partnership with Golden Growers Cooperative and through ProGold, with Cargill. This transaction allows us to focus our efforts on our core business strategies.”

While terms of those agreements are confidential, the following information about them is being released to Golden Growers members and filed with the Securities and Exchange Commission in accordance with regulations.

ProGold will lease the facility to Cargill through December 31st, 2026.  For 2022 and 2023, lease payments will be $15,500,000 with ProGold committing $750,000/year to infrastructure maintenance.  For 2024 through 2026, lease payments will increase to $16,000,000 with $500,000/year to infrastructure maintenance.  During the lease period, Cargill will deploy capital for several approved projects. They will hold a leasehold interest in these capital projects and receive the benefit of depreciation during the lease period.

Under certain conditions, Golden Growers and Cargill may enter into an integrated JV agreement to operate the facility.  If Cargill and Golden Growers achieve an integrated Joint Venture agreement, Golden Growers will reimburse Cargill for 50% of the undepreciated capital expense associated with those approved projects.  If conditions do not occur OR if Cargill Inc. and Golden Growers are unable to agree on an integrated JV agreement, Cargill will purchase Golden Growers interest in ProGold for $81,000,000 plus half of any remaining lease payments.

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About ProGold, LLC

ProGold LLC was formed in 1994 as a joint venture between Golden Growers Cooperative, American Crystal Sugar Company, and Minn-Dak Farmers Cooperative to build and operate a corn wet milling facility at Wahpeton, ND.  After operating the facility for one year, ProGold leased the facility to Cargill.  Cargill has continuously leased the facility since that time.  In 2003, Minn-Dak sold its interest in ProGold, LLC to American Crystal Sugar Company resulting in an ownership interest of 51% American Crystal Sugar Company and 49% Golden Growers Cooperative.  Once this transaction is finalized, Cargill and Golden Growers will each own 50% of ProGold LLC.

About Golden Growers Cooperative
Golden Growers Cooperative (GGC) was formed in 1994 to create a value-added processing opportunity for corn growers in the Dakotas and Minnesota, and currently has about 1,500 members.

About Cargill

Cargill’s 155,000 employees across 70 countries work relentlessly to achieve our purpose of nourishing the world in a safe, responsible and sustainable way. Every day, Cargill connects farmers with markets, customers with ingredients, and people and animals with the food they need to thrive.

Cargill combines 156 years of experience with new technologies and insights to serve as a trusted partner for food, agriculture, financial and industrial customers in more than 125 countries. Side-by-side, Cargill is building a stronger, sustainable future for agriculture. For more information, visit Cargill.com and our News Center.

About American Crystal Sugar
At American Crystal Sugar Company, growers who grow and harvest the sugarbeets also own the company and the factories that make their products. Through its sugarbeet processing facilities, American Crystal Sugar Company processes sugarbeets into all-natural sugar, agri-products such as molasses; sugarbeet pulp; and other byproducts of the molasses desugarization process, like betaaine and concentrated separated by byproduct, (CSB).

American Crystal Sugar is proud to be an economic engine of their communities.  They employee 1,400 full-time employees and about 900 hourly seasonal wokers and many more contracted third-party workers.

PLEASE ATTEND: GGC Annual Meeting, March 24th!

Please attend the Golden Growers Annual Members Meeting, Thursday, March 24th at the DoubleTree Conference Center, 825 Beaton Drive, West Fargo, ND

The Agenda Includes:

9:00 a.m.  Short Courses

  • Nick Watson, FNC Ag Stock, LLC – ‘How to buy or sell Golden Growers Units’
  • Pat Pithey, Cargill Corn Merchandising – ‘Expectations for 2022 Corn Crop Year’

10:00 a.m. Annual Members Meeting

  • Election of Directors
  • Bylaw Amendment Vote
  • Review of Financial Statements
  • Reports by the Chairman and Executive Vice President

10:45 a.m. Guest Speaker Mike Wagner, Managing Director for Cargill’s Starches, Sweeteners, and Texturizers North American Business

11:45 a.m. Lunch followed by our members only Q&A session.

How will GGC Elections be Conducted?

Although we will hold our Annual Members Meeting ‘in person’ this year at the DoubleTree Conference Center, the SARS-CoV-2 and the COVID-19 disease will still be with us. We recommend members take precautions to protect their health and the health of their families.

In order to enable full participation in the election process, regardless of attendance, we have decided to mail ballots out with the Annual Meeting Notice. All members may vote by mail by returning their completed ballot. Members who wish to vote at the Annual Meeting MUST bring their ballot with them.

Our accounting firm, Eide Bailly LLC, has agreed to receive and tally the mailed ballots and those cast at the Annual Meeting. Having an independent firm receive and count the ballots will give members assurance of election accuracy.

For 2022, Golden Growers members will elect the following Directors: 3-Year Term for Central District (Currently held by Brett Johnson); 3-year Term for At-Large Director (Currently held by Matthew Hasbargen); 2-Year Term for North District (vacant); 1-year Term for Central District (vacant); and 1-Year Term for At-Large Director.

In addition, members will vote on a proposal to Amend the Bylaws.

Five Directors will be Elected/Re-Elected at March 24th Annual Meeting

At our Annual Meeting, Members have the opportunity to re-elect and elect Directors to serve on the GGC Board of Directors. Current directors up for re-election for 3-year terms are: Brett Johnson, Mooreton, ND (C District) and Matthew Hasbargen, Breckenridge, MN (At-Large Director).

Directors David Benedict (N District); Byron Koehl (At-Large Director); and Nicolas Pyle (C District) will reach their term limit. We offer our sincere appreciation to David, Byron and Nick for their wisdom and dedication to our cooperative. Due to Bylaw changes approved in 2019, their director positions will be filled as follows: 2-Year Term, North District; 1-Year Term, Central District; and 1-Year Term, At-Large Director.

If you are interested in serving on the Board and want to be listed on the ballot for your District, you must file a petition with signatures of at least 10 members from your District no later than March 1st so ballots can be timely printed and mailed. Candidates may be nominated from the floor, but their names will not appear on the ballot. For more information, visit www.goldengrowers.com or contact Scott Stofferahn, 701-281-0468 or scotts@goldengrowers.com.

GGC Board Allocates Income, Approves $0.14/bushel Distribution

On February 3, 2022, after review of the 2021 end of year financial and income statements, the Board of Directors allocated income of $7,090,978 to the members of Golden Growers Cooperative. The Board also approved the retirement of a portion of allocated equity credit in an amount of $0.14 per patronized bushel for a total of $2,168,667.

Anticipate a Bylaw Amendment Proposal in January

Over the past two years, Golden Growers Cooperative held virtual Annual Meetings in order to protect our members from the possibility of COVID-19 infection. Obviously, this is not our preferred way to interact with our membership on an annual basis.

Accordingly, we modified our meeting procedures to allow full participation for every member while still adhering to our bylaw requirements. For instance, all members received ballots in the mail to vote for Directors along with return envelopes, and, based on advice of counsel, ballots received were counted toward our quorum. The good news is that we had more votes cast in each of the last two elections than in any of prior ten elections.

We recognize, however, that bylaw requirements to allow a ‘nomination from the floor’ would be nearly impossible to effectively or fairly administer. For instance, a roll call vote would not be confidential and we would need to verify that a mailed ballot had not been received from members voting. Further, the floor nominated candidate would be disadvantaged by all of the mailed votes cast prior to the annual meeting.

Recognizing these problems, the Board is reviewing bylaw amendments that are likely to be proposed to the membership by mail in January. Amendments would include:

  • Nominations for Director are limited to petitons filed within three weeks of the annual meeting
  • Ballots will be mailed with the Annual Meeting notice
  • Ballots are officially counted toward the quorum
  • Any member may vote by mail in Director elections
  • Sections related to the transition period to reduce directors from 15 to 9 will be removed

While we do anticipate an ‘in-person’ annual meeting for 2022, assuming COVID-19 is under control, and members are protected, this bylaw proposal will assure that we are prepared for anything that might come our way.