December 13, 2019
Nicholas Bowdish
President and Chief Executive Officer
Siouxland Renewable Holdings, LLC
1501 Knox Boulevard
Jackson, NE 68743
Re: Siouxland Renewable Holdings, LLC
Offering Statement on Form 1-A
Filed November 15, 2019
File No. 024-11116
Dear Mr. Bowdish:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A
Summary, page 2
1. With respect to the Funding Milestones, please quantify the amount needed
to satisfy the
condition regarding the entry into binding agreements to provide
additional capital.
2. Revise the Summary to highlight the disclosure on page 14 concerning your
expectation
that the company will be taxed as a partnership and, if correct, that all
profits and losses
would pass through to unit purchasers.
3. Please revise the use of proceeds summary on pages 2-3 to highlight the
$75 million and
$115 million disclosures contained on page 30.
Risk Factors, page 4
4. Please revise to add risk factor disclosure concerning potential
conflicts of interest
between the company, Siouxland Ethanol LLC and some of the company's
officers and
Nicholas Bowdish
Siouxland Renewable Holdings, LLC
December 13, 2019
Page 2
directors who also are executives and serve on boards of companies in
the same industry
as you, or advise why disclosure is not required.
Description of the Business, page 20
5. We note your disclosure on page 20 referencing your strategy to deliver
an average
annual return on investment over a ten-year period. To the extent that
you retain this
disclosure, please revise to clarify (i) whether you currently plan for
losses in early years
and (ii) that a total loss of investment is possible.
Plan of Operations, page 30
6. Please state whether management can waive or modify any of the
investment criteria
specified in this Offering Circular with respect to the purchase of an
existing corn ethanol
plant. Also disclose, if known, approximately how many existing
facilities satisfy each of
the three criteria.
Exhibit 11, page Ex.11
7. Please ensure your auditors appropriately date their consent as required
by Item 11(b) of
Item 17 of Form 1-A.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Julie Sherman at (202) 551-3640 or Jeanne Baker at (202)
551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Christoper Edwards at (202) 551-6761 or Joseph McCann at (202) 551-6262
with any
other questions.
Sincerely,
FirstName LastNameNicholas Bowdish
Division of
Corporation Finance
Comapany NameSiouxland Renewable Holdings, LLC
Office of Life
Sciences
December 13, 2019 Page 2
cc: Steven P. Amen
FirstName LastName