Dakota Plains Holdings APA Amended, Sale Approved


Dakota Plains Holdings filed with the U.S. Bankruptcy Court a first amendment to its asset purchase agreement (APA).

The amendment notes, “On January 23, 2017, the Sellers held the Auction pursuant to the Bidding Procedures Order, at which time, the Purchaser and Seller agreed that the Purchaser shall increase the Purchase Price. Now, Therefore, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties hereby agree as follows: Amendment to Section 1.1. Section 1.1 of the APA is hereby amended by adding a new subsection 1.1(t) to read as follows: ‘(t) All of Seller’s accounts receivables as of the date of Closing.’…Section 2.1(a) of the APA is hereby amended and restated in its entirety to read as follows: ‘The aggregate consideration (collectively, the ‘Purchase Price’) to be paid for the purchase of the Purchased Assets shall be: (i) the assumption of Assumed Liabilities, and (ii) cash in an amount equal to $10,850,000 minus the Cure Cost Reduction, if any, and minus the dollar amount of real or personal property Taxes allocated to Sellers pursuant to Section 11.1(b).'”

The Court subsequently approved Dakota Plains Holdings’ motion for an order approving the APA between the Debtors and purchaser and stalking horse bidder BioUrja Trading.

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