Question: Why did Cargill and Golden Growers announce that there would be no long-term Joint Venture and that Cargill would purchase Golden Growers interest in ProGold at the end of 2026?
Response: When it became obvious no join-venture was possible and that a buyout was inevitable, it was important to issue a public statement and inform Golden Growers members.
Question: Why were GGC and Cargill unable to work out a long-term JV?
Response: One of the main conditions was to identify and co-locate an entity that could utilize a significant portion of the corn sweetener or starch from the ProGold facility to reduce the dependence on the sale of High Fructose Corn Syrup (HFCS) over the long run. As interest rates and cost of construction rose in the past few years, investment money in these ventures became hard to come by. While there are many promising prospects, the viability of one that could land at the Wahpeton site appears to be many years beyond the term of our current lease.
Question: Did Cargill’s recent reorganization and layoffs play a role in the announcement?
Response: Cargill’s announcements about employee reductions and reorganization are unrelated to the announcement.
Question: Did Cargill and GGC consider a lease extension rather than announcing the buyout?
Response: GGC and Cargill briefly discussed the possibility of a lease extension, but it became clear to the Golden Growers Board that it would not be possible to extend the lease under terms beneficial to Golden Growers members.
Question: What does this mean for the future of the ProGold corn milling facility?
Response: Cargill has made significant capital investments in the facility over the last three years and corn milling remains a core business for Cargill. We anticipate the facility will continue to operate well into the future serving our farmers and the community.
Question: Is Cargill required to purchase GGC’s interest in ProGold?
Response: Yes. The ProGold operating agreement that was agreed upon and signed by Golden Growers and Cargill requires Cargill to purchase Golden Growers interest in ProGold LLC for $81 million within 30 days of the end of the lease (December 31, 2026) if no long-term joint venture is possible. Cargill has informed Golden Growers that the conditions necessary to achieve a long-term joint venture are not possible by that time and that they will proceed with the current lease and ultimate buyout of Golden Growers interest in ProGold.
Question: What does this mean for my membership?
Response: In the spring of 2027, Golden Growers Cooperative will dissolve. Prior to that time, the Cooperative will pay all debts (minimal), deal with any potential claims, and distribute the assets of the Cooperative. This includes the proceeds from Cargill’s $81 million dollar purchase of Golden Growers 50% interest in ProGold.
Question: How should I look at the value of my membership?
Response: Your membership is and will remain valuable through the dissolution process. As of December 31, 2024, Golden Growers had cash and investment assets of around $9 million dollars and liabilities of around $203,000. In addition, the $81 million that will be received from Cargill at the end of 2026 is an asset of the members of Golden Growers Cooperative.
Question: What will happen to Golden Growers Cooperative after the sale of the Cooperative’s interest in ProGold?
Response: Golden Growers will distribute financial assets and sale proceeds to our members; pay all debts; and dissolve the cooperative.
Question: What are the timelines for dissolving the cooperative?
Response: Golden Growers is incorporated under the Minnesota 308B statute. Once Golden Growers notifies the Minnesota Secretary of State of its intent to dissolve, we are required to allow a full two years for anyone to present a claim. Only after those two years expire, will Golden Growers be able to officially dissolve.
Question: Will there be a member vote on the sale and to dissolve the cooperative?
Response: Yes. When we mail out the 2025 Notice of Annual Meeting and election ballot this year, we will include a resolution to approve the sale of our 50% interest in ProGold LLC and to notify the Minnesota Secretary of State of our intent to dissolve.
Question: What is the process going forward in the next two years?
Response: During the coming year, it is anticipated that the Board will begin to distribute the reserve that was established in anticipation of a long-term JV. Golden Growers will still be receiving our share of lease income from ProGold through the end of 2026 and members will still receive distributions three times per year, although the amounts are yet to be determined. In early 2027, Golden Growers will distribute a significant portion of the $81 million while reserving a portion to assure we are able to pay any potential claims. Once the two-year period has passed and if no claims have been presented, Golden Growers will distribute the remaining financial assets and then file our final dissolution paperwork with the Minnesota Secretary of State.
During this time, Golden Growers will still be required to file quarterly and annual reports with the Securities and Exchange Commission.
Question: What will I need to know about tax consequences of the sale?
Response: Tax consequences will vary depending on when members acquired their membership units. This means that tax consequences will vary from member to member. In addition, tax consequences will depend on how proceeds are allocated between land, plant, and equipment. Each of these allocations will have different tax rates applied to them. Members will need to know when they purchased or acquired their units, how much they paid for them or what they would have been valued at.
We intend to prepare a few examples that will be instructive for your tax accountant so that you are prepared in advance.
Finally, we anticipate the income from the sale of ProGold will occur in 2027 when the cooperative dissolves. Therefore, any tax loss associated with dissolution will occur in the same year as the sale of our ProGold interest.
Question: How will Golden Growers distribute the payment to members?
Response: We will work closely by our accountant Eide Bailly on processing this large payment to members. Primarily, this payment will be made by Direct Deposit. In situations where a lending institution holds a security interest in the membership, the payment will be issued by check with both the membership and the lending institution’s name on it.
Question: What does Golden Growers have for physical assets that will need to be disposed of prior to dissolving?
Response: Golden Growers has minimal physical assets that consist of a couple of laptops, computer monitors, various electronic devices, and office furniture. None of these assets are significant in value. The Golden Growers board will make determinations on what to do with these items prior to dissolution.
Question: Does Golden Growers have any significant outstanding debts that need to be settled prior to paying members?
Response: Golden Growers has no outstanding debts with the exception of any outstanding incentive payments owed to members.
Question: Will corn deliveries continue to be required?
Response: Golden Growers bylaws require members to meet their delivery requirements in the years 2025 and 2026. Because Golden Growers will dissolve in 2027, deliveries will be suspended.
Question: What will be the last year we receive a K-1 from Golden Growers?
Response: Golden Growers will issue a K-1 to members in February of 2027 for the 2026 tax year. The Cooperative will issue a final K-1 for the months of (minimal) operation during 2027, as soon as the dissolution is completed & we can administratively complete a final tax return.
Question: How do I know how many shares/units I own?
Response: To clarify ownership interests, future distribution letters will include the number of units owned by each member.