United States securities and exchange commission logo
August 19, 2022
Bill Hannigan
Partner
Hanigan & Logan, LLP
500 East Court Avenue
Suite 130
Des Moines, Iowa 50309
Re: Granite Falls
Energy, LLC
Schedule 13E-3
filed July 26, 2022
SEC File 5-82469
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Schedule PRE 14A
SEC File No.
0-51277
Dear Mr. Hannigan:
We have conducted a limited review of your filing focused on
compliance with Rule 13e-
3 and Schedule 13E-3. Or comments follow. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used here have the same meaning as in the proxy
statement.
Schedule 13E-3 and Schedule PRE 14A filed July 26, 2022
Reasons for the Reclassification Transaction... , page 20
1. State the reasons for
the timing of the Reclassification Transaction. See Item 1013(c) of
Regulation M-A.
Interests of Certain Persons in the Reclassification Transaction, page
34
2. We note the disclosure
here that the wife of one of the Company's governors has provided
notice of potential
claims she is considering bringing against the Company including
claims related to this
going private transaction. Please expand to disclose more
information about the
nature of those claims. In addition, include this information earlier
Bill Hannigan
Hanigan & Logan, LLP
August 19, 2022
Page 2
in the proxy statement, including in the Question and Answer section
where you should
describe the interests of insiders in this transaction.
Proposal 1 - Amend and Restate our Sixth Amended and Restated Operating
Agreement, page 50
3. For both Proposal 1 and Proposal 2, where each proposal is described
in the proxy
statement, state that they are conditioned on one another.
4. We note the disclosure here and later in the proxy statement where
Proposal 2 is
described, that the Board reserves the discretion to "determine if and
when to implement
the Proposed Operating Agreement, including the Reclassification..."
While you provide
an example of why the Board would choose not to implement the
Reclassification,
provide a similar explanation of why it might choose to implement it
at another time,
based on the language quoted above. (Please also make the same
revision for Proposal 2).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk, Senior Special
Counsel, at (202) 551-
3263.
FirstName LastNameBill Hannigan Sincerely,
Comapany NameHanigan & Logan, LLP
Division of
Corporation Finance
August 19, 2022 Page 2 Office of Mergers
& Acquisitions
FirstName LastName