WESTERN PLAINS ENERGY, L.L.C.
TRADING SERVICE OPERATIONS MANUAL
The following is a summary of the basic provisions of a Trading Service for members and non-members of WESTERN PLAINS ENERGY, L.L.C. (WPE) to buy and sell membership units of WPE. This is not a complete description of all the material aspects of the trading service. You should read the entire Operations Manual carefully before buying or selling WPE Units on the Trading Service.
WPE has engaged Variable Investment Advisors, Inc. (VIA) to operate a Trading Service for WPE Membership Units. To trade WPE Class A, B, C, or E Membership Units, you must be registered on the Trading Service. Registration and trading may be done by contacting VIA by telephone at (605) 361-8230 or toll-free at (800) 859-3018, or on VIA’s website at www.AgStockTrade.com.
To buy or sell Units, you must indicate the price and number of Units you desire to buy or sell. Class A and B Units must be traded in minimum increments of 30 Units. Class C and E Units must be traded in minimum increments of 1 Unit. All posted offers to buy or sell are non-firm and non-binding until a sale is acknowledged in writing.
The Offer to Sell or asking period runs continuously throughout the year. The Offer to Buy or bidding period runs continuously throughout the year.
An Offer to Sell will be matched with an Offer to Buy; provided, however, the Offer to Sell cannot be matched unless it has been posted for at least 15 days. Once an Offer to Sell is matched with an Offer to Buy, a Sale Confirmation and Contract will be sent to the Buyer and Seller.
Buyer must sign and return to the Transfer Agent within 15 days of the match the Sale Confirmation and Contract and the full purchase price. Seller must sign and return to the Transfer Agent within 15 days of the match the Sale Confirmation and Contract, or the sale will be voided. Following the later of the approval of the sale by the Board of Managers, or a date that is at least 45 days subsequent to the date that Seller posted the Units for sale, the Escrow Agent will disburse to Seller the net sale proceeds, less retention of a 2% escrow and commission fee (minimum $100.00).
Offers to sell that have not been matched within 120 days after being posted will be removed from the Trading Service. A seller whose offer to sell has received no matching bids within this 120 day period will be subject to a 60 day waiting period before any new Offer to Sell may be posted on the Trading Service.
Offers to Buy will remain on the Trading Service until matched or renewed by Buyer.
Purpose and Overview
WESTERN PLAINS ENERGY, L.L.C. (WPE) has engaged Variable Investment Advisors, Inc. (VIA) to provide a trading service (Trading Service) for members and non-members (Participants) to buy and sell WPE membership Units (Units). The Trading Service is part of WPE’s Capital Units Transfer System. The Trading Service will be maintained and operated as part of VIA’s Alternative Trading System (ATS), which is registered with the United States Securities and Exchange Commission (SEC). VIA is a registered broker-dealer with the SEC and various states and a member in good standing of The Financial Industry Regulatory Authority.
WPE must limit trading in its Units to preserve its status as a partnership for federal income tax purposes. As a result, members will only be allowed to sell their Units through the Trading Service, except for private transfers. Transfers that are not made through the Trading Service will be null and void, unless they qualify as a private transfer and are approved by the Board of Managers. Members should review the provisions of the Units Transfer System on WPE’s website or by link from VIA’s website www.AgStockTrade.com for further guidance.
To use the Trading Service, interested Buyers and Sellers must first register on the Trading Service. Participants may make an offer to buy or sell a certain number of Units at a price they choose by posting such information on the Trading Service. Sellers may post offers to sell their Units at an “ask” price at any time of the year. Buyers may post offers to buy Units at a “bid” price at any time of the year. Buyers’ and Sellers’ bid and ask prices are non-binding when posted and will be matched according to the rules set forth below. The purchase price will be the bid price of the matching Offer to Buy. The exchange of the purchase price and Unit Ledger will be handled through an independent Escrow Agent and a designated Transfer Agent. There is no charge to Buyers or Sellers to register or post Units on the Trading Service; however, Sellers will be charged an escrow and commission fee for completed transactions. Interested Buyers and Sellers should carefully read and follow the instructions provided below.
General Rules and Procedures.
1. Access to the Trading Service.
a. Registering and Trading. Interested Buyers and Sellers may contact VIA for purposes of registering, buying and selling Units as follows:
Telephone: (605) 361-8230 or (800) 859-3018
Personal visit to VIA’s Sioux Falls’ office located at 4305 South Louise Avenue, Suite 101A, Sioux Falls, South Dakota 57106.
Direct interface with VIA’s website (www.AgStockTrade.com).
Direct interface with WPE’s website (www.wpellc.com) which provides a direct link to VIA’s website.
b. Questions about the Trading Service. Questions regarding registration, buying and selling on the Trading Service and the Escrow Agent should be directed to VIA as follows:
Telephone: (605) 361-8230
Fax: (605) 362-5819
Main contact: Greg Wilson
c. Questions about WPE and Member Information. Questions regarding WPE, the Operating Agreement, Unit certificates, member ID numbers and passwords should be directed to WPE as follows:
Telephone: (785) 672-8810
Fax: (785) 672-4494
d. Escrow Information. Questions regarding escrow arrangements, payments, electronic transfers and related matters should be directed to the Escrow Agent as follows:
Escrow Services at Wells Fargo Bank
4305 S. Louise Avenue,
Suite 101A, Sioux Falls, SD 57106-3115
Telephone: (800) 859-3018
Fax: (605) 362-5819
Main Contact: Greg Wilson
e. Transfer Agent. The Transfer Agent for the Units is:
4305 S. Louise Avenue, Suite 101A
Sioux Falls, SD 57106-3115
Oakley, KS 67748
Telephone: (800) 859-3018
Fax: (605) 362-5819
Main Contract: Greg Wilson
2. Registering on the Trading Service.
a. Generally. All Buyers and Sellers must be registered on the Trading Service to make offers to buy or sell Units. Buyers and Sellers must follow the instructions on the VIA website or contact VIA by telephone to register. There is no charge to register on the Trading Service. Notwithstanding the foregoing, interested parties may review offers to buy or sell without registering by visiting the VIA website.
b. Registration. Buyers and Sellers can register by contacting VIA in person, by telephone or via the VIA website, as listed above.
Required Information. Buyers and Sellers will be required to select a username and password and provide the name of the Buyer or Seller, contact information (address, telephone number and e-mail) and certain banking information (name of bank, banker, etc). Updating Registration Information. Buyers and Sellers may update their registration information or change their passwords by following the instructions provided on the VIA website or by contacting VIA in person or by telephone.
3. Posting Offers.
a. General Rules. Registered users may post offers to buy or sell by contacting VIA in person, by telephone or via the VIA website, as listed above. If logging into the website, provide the information requested when prompted. If posting by telephone or in person, provide the information requested to the VIA representative and he or she will enter the information into the Trading Service. There is no charge to post offers to buy or sell.
Bid/Ask Prices. Buyers are required to post a bid price, and Sellers are required to post an ask price. The “bid” price is the price the interested Buyer is willing to pay to purchase Units. The “ask” price is the lowest price at which the interested Seller is willing to sell Seller’s Units. If there is a match between an offer to buy and an offer to sell, the purchase price will be the bid price of the offer to buy.
Non-Firm Offers. All posted offers to sell and offers to buy are non-firm and non-binding, meaning that Units posted for sale by Sellers are only matched and settled with Buyers’ posted bids at the time the parties sign the Contract For Sale described below.
Waiting Period. An Offer to Sell will not be matched with an Offer to Buy, unless the Offer to Sell has been posted for at least 15 days following the later of the date such Offer to Sell was posted or subsequently revised. Any modification of an Offer to Sell activates an additional 15 day waiting period.
Cancellation. An Offer to Buy or Offer to Sell may be cancelled at any time by the party that posted the offer by contacting VIA or by following the instructions on the VIA website.
Multiple Offers. Buyers and Sellers may make multiple offers to buy or sell Units at different prices. However, the prospective Buyer or Seller cannot post multiple offers and pick the best one that matches, nor can any prospective Seller post more Units for sale than he or she owns.
Increments. Class A and B Units must be traded in minimum increments of 30 Units. Class C and E Units must be traded at minimum increments of 1 Unit.
Publication of Posted Information. Upon confirmation of posted information, VIA will publish on its website and maintain in printed form the information posted by buyers and sellers regarding the number of Units desired to be bought or sold and the bid or ask price per Unit. All buyers’ and sellers’ information will be published anonymously.
Notices. Notices will generally be provided by e-mail only. If no e-mail is provided, notices will be sent by U.S. mail to the address provided upon registration.
No Brokers or Dealers. Buyers and Sellers may not use a broker-dealer or other representative to post offers or make trades on their behalf through the Trading Service. Buyers and Sellers may only post offers and make trades for their own accounts.
Retention of Information. VIA will retain records of the buyer and seller offers, and information concerning finalized sales of Units, including buyer, seller, price and number of Units sold (all of which is referred to herein as “Trading Information”) for at least three years and make them available to the SEC and to the Kansas Securities Commission upon request. The three-year Trading System history will also be made available to participants in the Trading System upon request. Those buyers and sellers participating on the Trading System consent by such participation to the publication of all Trading Information by VIA. Members may view number of Units and price traded by selecting the “Match History” tab from VIA’s website www.AgStockTrade.com.
b. Posting to Sell Units. Interested Sellers should contact VIA by telephone or in person and follow the instructions given by the VIA representative or log in to the VIA website, register and proceed as follows:
Sell Now. After logging in, select “Sell Now” and provide the information requested. Sellers must provide the following information to sell Units: Select “Western Plains Energy, L.L.C.” as the company’s Units which are proposed to be sold.
State Number of Units for Sale in 1 Unit increments. Note that the Trading Service will split the Units listed for sale if a Buyer match occurs for less than all of Seller’s Units posted for sale.
State the Ask price per Unit.
Confirm that the Units are owned by Seller, that they have not been previously transferred or sold, and that there are no liens or claims thereon, except where the lien holder has given its written consent to transfer. (If the Seller has pledged his or her Units to secure a loan or other obligation, Seller will need the written consent of the lender to sell the Units.)
Confirm that Seller has read, understood and agreed to the rules of the Trading Service as set forth in this Operations Manual. Confirm that Seller will surrender the Units, if Seller’s Units are sold through the Trading Service. Confirm the accuracy of the information posted.
Verification. When a Seller posts Units for sale, VIA will notify the Transfer Agent of the posting for the purpose of verifying ownership of the Units, and determining that all Units are qualified to be sold. The Transfer Agent will in turn notify VIA of Seller’s eligibility to sell and transfer the listed Units and will verify whether any waiting period applies. VIA will be responsible to determine whether the prospective seller is eligible, based on whether a previous offer was made and whether the 60 waiting period has elapsed.
c. Posting to Buy Units. An interested Buyer should contact VIA by telephone or in person and follow the instructions given by the VIA representative, or login to the VIA website, register and proceed as follows:
Buy Now. After logging in, select “Buy Now” and provide the information requested. Buyers must provide the following information to purchase Units: “Western Plains Energy, LLC (Class A)”, “Western Plains Energy, LLC (Class B)”, “Western Plains Energy, LLC (Class C)”, or “Western Plains Energy, LLC (Class E)” as the company whose Units are to be bought. State the Number of Units Bidding to Buy. Remember Class A and Class B must be traded in minimum increments of 30 Units. State the Price per Unit being bid. Confirm that Buyer has read and understands and agreed to the rules of the Trading Service as set forth in this Operations Manual. Confirm that Buyer will pay the purchase price, if Buyer is successful in purchasing Units.
d. Publication of Posted Information. Upon confirmation of posted information, VIA will publish on its website and maintain in printed form the information posted by buyers and sellers regarding the number of Units desired to be bought or sold and the bid or ask price per Unit. All buyers’ and sellers’ information will be published anonymously.
e Notices. Notices will generally be provided by e-mail only. If no e-mail is provided, notices will be sent by U.S. mail to the address provided upon registration.
4. Matching/Closing the Sale.
a. Bidding period. No ask will be matched unless a minimum of 15 days has elapsed since the offer was first posted or last revised. VIA will maintain accurate records of when the offers have been posted to the Trading Service.
b. Matching. At 5:00 p.m. Central Time of any day, Sellers’ ask prices and Buyers’ bid prices will be matched by VIA under the following matching rules, conditions and guidelines:
Matching occurs when an offer to buy has been posted at a bid price that is equal to or exceeds a Seller’s posted ask price. Price will be given priority over time at which an offer to buy or sell is posted, unless other conditions stated herein apply. The lowest Offer to Sell will be matched with the highest bid price. If multiple bid prices exceed an ask price, the highest bid price has priority over other bids. If multiple bid prices are identical, the bid posted first in time has priority over other bids. If multiple ask prices are posted at identical ask prices, the ask price posted first in time has priority.
c. Sale Confirmation and Contract. As soon as practicable after the a match has been made, VIA will notify Sellers and Buyers with matched offers, by e-mail or hard copy as necessary, of the match and send them a Sale Confirmation and Contract for Sale. The Sale Confirmation and Contract for Sale will include final matching information indicating the number of Units being purchased or sold and the price per Unit.
d. Escrow Fee. Seller must pay an escrow and commission fee equal to 2% of the total purchase price on each transaction, with a minimum fee of $100.00 per transaction. The Escrow Agent will automatically deduct this fee from the purchase price proceeds to be distributed to Seller upon completion of the sale.
e. Execution, Delivery and Payment. Within fifteen (15) days after the match has been made, Seller and Buyer must notify VIA that either Seller or Buyer will not accept the match made, or both must sign and return the following items:
Buyer: Payment and Documents. Buyer must submit to the Escrow Agent the following:
The Sale Confirmation and Contract for Sale signed by Buyer. 100% of the purchase price by check or wire transfer. WPE’s Operating Agreement signature page, if Buyer is a new member of WPE.
Seller: Documents. Seller must submit to the Transfer Agent the following:
The Sale Confirmation and Contract for Sale signed by Seller. A written confirmation from Seller’s lender consenting to the transfer of the Units, if the Units have been pledged as collateral security for a loan or other obligation.
5. Transfer.If the Transfer Agent does not receive the executed Contract for Sale from both the Buyer and Seller within 15 days of delivery of written notification from VIA, the match will be cancelled and the proposed sale will be null and void. Once the Contract for Sale has been executed by the Buyer and Seller and the funds have been deposited with the Escrow Agent, the offers cannot be cancelled. Buyer will only be entitled to a refund of the purchase price if the transfer is not approved by the WPE Board of Managers.
f. Escrow/Completion of Sale. The Escrow Agent will cash buyer’s check, or confirm receipt of funds transferred electronically, and hold all funds and other documents until all conditions for transfer have been fulfilled and in accordance with the terms of the escrow agreement that is posted on the VIA website. The terms of the proposed sale, including the proposed purchaser, must be approved by the WPE Board of Managers before the sale will be finalized. If the transfer is approved by the Board of Managers and other conditions of escrow have been fulfilled, the Escrow Agent will deliver by check to seller at Seller’s registered address the proceeds from the sale, less the commission and Escrow Agent’s fee. At that time, Transfer Agent will issue to the buyer a notice of sale and will record the transfer on its books. Seller may have the net sale proceeds electronically deposited directly into a designated account for an additional fee by contacting the Escrow Agent. Buyers and Sellers should recognize that the Escrow Agent is located in the State of South Dakota and that should a dispute arise between the parties as to the ownership of the funds deposited in escrow, that dispute will be subject to resolution in the State of South Dakota.
g. Trade Effective Date. Notwithstanding the date of approval of the transfer by the Board of Managers or the disbursement of proceeds to Seller, all sales and transfers are effective upon the first day of the quarter following a match; provided, however, WPE’s Board of Managers must first consent to the sale and 45 days must have expired from the time the offer to sell was posted to the Trading Service or last revised. If an offer to sell is posted or revised within the last 45 days of a quarter and a match occurs prior to the end of that same quarter, the sale and transfer will not become effective until the first day of the quarter following the next quarter.
h. Distributions. Buyers and Sellers should recognize that the effective date will be used for purposes of making allocations of profits and losses and distributions to members, in accordance with Article 6.6 of the Operating Agreement. Distributions with a record date before the effective date of transfer will be made to the transferor, and distributions with a record date on or after the effective date of transfer will be made to the transferee.
i. Unmatched Offers. If a Seller’s ask price is not matched with a Buyer’s bid price within 120 days of posting of Seller’s ask price, Seller’s posting information will be removed from the Trading Service on the 120th day of posting and, after removal, Seller will not be permitted to repost an ask price for 60 days. Unmatched offers to sell at the end of the 120 day period will not automatically be listed again. To repost, Seller will need to take those steps required by the Trading Service.
j. Display of Offers. Bid and ask information submitted by Buyers and Sellers will be publicly displayed on the VIA website and available in printed copy. Sellers’ and Buyers’ identities are always anonymous. Registered users may review a printed copy of the Offer to Sell or an Offer to Buy submitted by contacting VIA. Completed sale information may be included in WPE’s website. Posted ask and bid information from previous periods will be available for inspection at WPE’s administrative office.
k. Trading Suspension. Prospective Buyers and Sellers hereby acknowledge and agree that there may be certain circumstances during which WPE, upon the advice of counsel or otherwise, determines that it is necessary or appropriate to suspend transfers and trading in its Units in order to comply with applicable tax, corporate and/or securities laws. Participants therefore agree that in the event any such suspension shall occur prior to the completion of any transaction contemplated by this Operations Manual (including any suspension prior to approval of the transfer by the Board of Managers of WPE; an “Incomplete Transaction”), the Incomplete Transaction shall be null and void. Any proceeds or Units delivered with respect to any such Incomplete Transaction shall be returned to the party who delivered such items and the parties shall have no further liability or obligation to each other.