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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): May 11, 2009</B>

<P align="center">

<P align="center" style="font-size: 24pt"><B>WESTERN IOWA ENERGY, LLC<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
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    <TD style="border-bottom: 1px solid #000000"><B>Iowa</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>000-51965</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>41-2143913</B></TD>
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    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
    <TD>&nbsp;</TD>
    <TD>(IRS Employer Identification No.)</TD>
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    <TD style="border-bottom: 1px solid #000000"><B>1220 S. Center Street<BR>P.O. Box 399<BR>Wall Lake, Iowa<BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>51466</B></TD>
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    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
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<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(712) 664-2173</B>


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    <TD nowrap>(Former name or former address if changed since last report.)</TD>
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<P align="left" style="font-size: 10pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#254;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P align="justify" style="font-size: 10pt"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement</B>


<P align="justify" style="font-size: 10pt"><U>Asset Purchase Agreement</U>


<P align="justify" style="font-size: 10pt; text-indent: 3%">On May&nbsp;11, 2009, Western Iowa Energy, LLC, an Iowa limited liability company (&#147;WIE&#148;), entered into an Asset
Purchase Agreement with Renewable Energy Group, Inc., a Delaware corporation (&#147;REG&#148;), REG Newco, Inc., a Delaware
corporation (&#147;Newco&#148;), and REG Wall Lake, LLC, an Iowa limited liability company and a wholly owned subsidiary of Newco
(&#147;Wall Lake&#148;) (collectively, with REG and Newco, the &#147;REG Parties&#148;) pursuant to which Wall Lake will acquire
substantially all of WIE&#146;s assets, assume certain liabilities of WIE, and thereafter operate WIE&#146;s biodiesel production
facility (the &#147;Transaction&#148;). The WIE assets to be acquired by Wall Lake under the Asset Purchase Agreement include,
without limitation, all of the business, assets, properties, contractual rights, goodwill, going concern value, rights
and claims of WIE related to its biodiesel production business. Wall Lake will not acquire any of the membership
interests of WIE. The WIE liabilities to be assumed by Wall Lake under the Asset Purchase Agreement include, without
limitation, accounts payable incurred in the ordinary course of business and certain indebtedness of the company.


<P align="justify" style="font-size: 10pt; text-indent: 3%">In addition to the Transaction described above, the Asset Purchase Agreement contemplates the simultaneous closing
of several other transactions, including (i)&nbsp;REG&#146;s merger with and into a wholly-owned subsidiary of Newco, with REG
being the surviving entity, (ii)&nbsp;the acquisition by REG Newton, LLC, a wholly-owned subsidiary of Newco (&#147;Newton&#148;), of
substantially all of the assets of, and Newton&#146;s assumption of certain liabilities of, Central Iowa Energy, LLC, an
Iowa limited liability company (&#147;CIE&#148;), and (iii)&nbsp;the merger of Blackhawk Biofuels, LLC, a Delaware limited liability
company (&#147;Blackhawk&#148;). with and into REG Danville, LLC, a wholly-owned subsidiary of Newco (&#147;Danville&#148;), with Danville
being the surviving entity (collectively, the &#147;Common Plan Transactions&#148;).


<P align="justify" style="font-size: 10pt; text-indent: 3%">Upon closing of and in consideration of the Transaction, WIE unitholders will receive an aggregate of 6,963,377
shares of Common Stock of Newco and 259,012 shares of Preferred Stock of Newco. These shares of Newco Common Stock and
Preferred Stock will be distributed to WIE unitholders in proportion to each unitholder&#146;s respective ownership interest
in WIE, with each fractional share of Common Stock or Preferred Stock to which a unitholder is entitled being rounded
up to the next full share of Common Stock or Preferred Stock, as the case may be. Upon closing of the Transaction and
the other Common Plan Transactions contemplated in the Asset Purchase Agreement, WIE&#146;s unitholders will hold in the
aggregate approximately 1.89% of the total issued and outstanding shares of Newco Preferred Stock and approximately
19.04% of the issued and outstanding shares of Newco Common Stock. As of the closing date of the Transaction, WIE will
be entitled to designate a director nominee for election to Newco&#146;s board of directors to serve until the expiration of
certain transfer restrictions contained in the Certificate of Incorporation of Newco, which is expected to occur on the
earlier of December&nbsp;31, 2010 or 180&nbsp;days after the effective date of a registration statement relating to a qualifying
initial public offering of Newco&#146;s Common Stock (subject to certain extensions in each event).


<P align="justify" style="font-size: 10pt; text-indent: 3%">The closing of the Transaction contemplated by the Asset Purchase Agreement is conditioned upon the receipt of
certain regulatory approvals, the approval of the unitholders of WIE, and the approval of the unitholders and
shareholders of the REG Parties, among other things. If the Transaction is duly approved by WIE&#146;s unitholders and all
other conditions to closing are satisfied, WIE intends to liquidate, windup and dissolve and terminate its existence as
soon as practicable following closing of the Transaction and the Asset Purchase Agreement, but in no case more than 30
days following such closing. Until WIE is dissolved and its existence is terminated, Newco will pay certain mutually
agreeable ongoing costs related to WIE.


<P align="justify" style="font-size: 10pt; text-indent: 3%">The Asset Purchase Agreement requires WIE&#146;s board of directors to convene a special meeting of WIE&#146;s unitholders
for the purpose of holding a vote to obtain the requisite unitholder approval on the Transaction and the Asset Purchase
Agreement. Approval of the Transaction and the Asset Purchase Agreement requires the affirmative vote of unitholders
holding a majority of the outstanding membership interests of WIE; provided, however, that the affirmative vote of
unitholders holding no less than 75% of the outstanding membership interests of WIE will be required to approve the
liquidation, dissolution and winding up of WIE, which is part of the Transaction contemplated in the Asset Purchase
Agreement.


<P align="justify" style="font-size: 10pt; text-indent: 3%">WIE and the REG Parties have made customary representations, warranties, and covenants in the Asset Purchase
Agreement. WIE has, among other things, agreed (i)&nbsp;to conduct its business in the ordinary course of business
consistent with past practice during the interim period between the date of execution of the Asset Purchase Agreement
and the date of closing thereof and not to engage in certain kinds of transactions during such interim period, (ii)
subject to certain exceptions, not to solicit proposals relating to alternative business combination transactions or
participate in discussions or negotiations regarding an alternative business combination transaction, and (iii)&nbsp;subject
to certain exceptions, not to approve, recommend, or propose publicly any alternative business combination transaction
or enter into any agreement or letter of intent related to an alternative business combination transaction. Newco has,
among other things, agreed to use commercially reasonable efforts to file a registration statement on Form S-4 (the
&#147;Registration Statement&#148;) to register with the Securities and Exchange Commission (the &#147;SEC&#148;) the Newco shares of
Common Stock and Preferred Stock to be issued in consideration of the Transaction and the other Common Plan
Transactions. The Registration Statement will contain as a prospectus a joint proxy statement prepared in cooperation
by CIE, the REG parties and the other parties to the Common Plan Transactions and which will describe the Transaction
and the other Common Plan Transactions.

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<P align="justify" style="font-size: 10pt; text-indent: 3%">In addition to the receipt of the approval of the unitholders of WIE and the unitholders and shareholders of the
REG Parties, each party&#146;s obligation to consummate the Transaction is subject to a number of other conditions,
including without limitation (i)&nbsp;the absence of any law, order, or injunction prohibiting the consummation of the
Transaction or the other transactions contemplated by the Asset Purchase Agreement, (ii)&nbsp;each party&#146;s representations
and warranties to the other must be complete and correct in all respects (with respect to representations and
warranties qualified or limited as to materiality or material adverse effect) or true and correct in all material
respects (with respect to representations and warranties not qualified or limited as to materiality or material adverse
effect) as of the date of execution of the Asset Purchase Agreement and as of the closing date thereof, (iii)&nbsp;no
material adverse effect shall have occurred with respect to WIE or the REG Parties between the date of execution of the
Asset Purchase Agreement and the closing of the Transaction and the Asset Purchase Agreement, (iv)&nbsp;each party shall
have performed and complied in all material respects with its covenants under the Asset Purchase Agreement, and (v)&nbsp;the
Registration Statement will have been declared effective by the SEC and the other necessary regulatory approvals with
respect to the Transaction will have been obtained, and (vi)&nbsp;other customary conditions to closing contained in the
Asset Purchase Agreement.


<P align="justify" style="font-size: 10pt; text-indent: 3%">Upon closing under the Asset Purchase Agreement, WIE and REG will each release and discharge the other and their
respective officers, directors, and affiliates, from all obligations under the Management and Operational Services
Agreement dated May&nbsp;9, 2005, between WIE and West Central Cooperative, and assigned to REG on July&nbsp;31, 2006, and the
First Amendment to the Management and Operational Services Agreement dated November&nbsp;22, 2006.


<P align="justify" style="font-size: 10pt; text-indent: 3%">This Report on Form 8-K is being furnished pursuant to Item&nbsp;1.01, Entry into a Material Definitive Agreement.
The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of
the Asset Purchase Agreement, which WIE intends to file as an exhibit to its quarterly report on Form 10-Q for the
three months ending March&nbsp;31, 2009. The Asset Purchase Agreement will be filed to provide investors with information
regarding its terms. It is not intended to provide any other factual information about WIE or the REG Parties. In
particular, the assertions embodied in the representations and warranties contained in the Asset Purchase Agreement are
qualified by information in each of the disclosure schedules attached to the Asset Purchase Agreement. These disclosure
statements contain information that modifies, qualifies, and creates exceptions to the representations and warranties
set forth in the Asset Purchase Agreement. Moreover, certain representations and warranties in the Asset Purchase
Agreement were used for the purpose of allocating risk between WIE and the REG Parties, rather than establishing
matters as facts. Accordingly, you should not rely on the representations and warranties in the Asset Purchase
Agreement as characterizations of the actual state of facts about WIE or the REG Parties.


<P align="justify" style="font-size: 10pt"><U>Additional Information About the Asset Purchase Transaction </U>


<P align="justify" style="font-size: 10pt; text-indent: 3%">WIE anticipates preparing a joint proxy statement with the cooperation of the REG Parties, Blackhawk and CIE,
describing the Transaction and the other Common Plan Transactions (collectively, the &#147;Business Combination
Transactions&#148;) along with the other relevant documents regarding the proposed Business Combination Transactions. Newco
has agreed to file a Registration Statement with the SEC to register the securities of Newco to be issued in connection
with the Business Combination Transactions. The Registration Statement will contain the joint proxy
statement/prospectus and other relevant documents concerning the Business Combination Transactions.


<P align="justify" style="font-size: 10pt; text-indent: 3%">Before making any decisions, WIE unitholders are urged to carefully read in its entirety the joint proxy
statement/prospectus that will be contained in the Registration Statement filed by Newco and any other relevant
documents (when these documents become available), as such documents will contain important information about WIE, the
REG Parties, CIE, Blackhawk and the Business Combination Transactions. A definitive joint proxy statement, once
available, will be sent to the unitholders of WIE seeking their approval of the Transaction. Unitholders may obtain
free copies of the joint proxy statement and related documents (when they become available) and other documents filed
with, or furnished to, the SEC by WIE, the REG Parties, Blackhawk and CIE at the SEC&#146;s website at
<U>http://www.sec.gov</U>.


<P align="justify" style="font-size: 10pt; text-indent: 2%">Information regarding the identity of persons who may, under the SEC&#146;s rules, be deemed to be participants in the
solicitation of shareholders of Renewable Energy Group and the unitholders of WIE, Blackhawk and CIE in connection with
the proposed Business Combination Transactions, and their interests in the solicitation, will be set forth in the joint
proxy statement/prospectus that will be filed with the SEC and contained in the registration statement that will be
filed by Newco with the SEC.


<P align="justify" style="font-size: 10pt"><B>Item&nbsp;7.01 Regulation&nbsp;FD Disclosure</B>


<P align="justify" style="font-size: 10pt; text-indent: 3%">On May&nbsp;11, 2009, WIE published a press release related to WIE Board of Directors&#146; adoption and execution of an
Asset Purchase Agreement between WIE and the REG Parties, which Asset Purchase Agreement provides for the acquisition
of substantially all of the assets of WIE by Wall Lake, the assumption of certain liabilities of WIE by Wall Lake, and
the consolidation and operation of WIE&#146;s, CIE&#146;s, and Blackhawk&#146;s biodiesel production facilities as described above.
The press release is attached hereto as Exhibit&nbsp;99.1 and is incorporated herein by reference.

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<P align="justify" style="font-size: 10pt; text-indent: 3%">This Report on Form 8-K is being furnished pursuant to Item&nbsp;7.01 Regulation&nbsp;FD Disclosure. The information
furnished is not deemed &#147;filed&#148; for purposes of Section&nbsp;18 of the Securities Exchange Act of 1934, as amended, is not
subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended.


<P align="justify" style="font-size: 10pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits</B>

&nbsp;
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    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit&nbsp;No.</TD>
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    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release dated May&nbsp;11, 2009, related to Asset Purchase Agreement.</TD>
</TR>
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&nbsp;

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="justify" style="font-size: 10pt; text-indent: 3%">Pursuant to the requirements of the Securities Exchange Act of 1934, WIE has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">WESTERN IOWA ENERGY, LLC</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"></TD>
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">May&nbsp;11, 2009
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ William J. Horan</TD>
</TR>
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    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
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    <TD nowrap align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">William J. Horan, President</TD>
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Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2009
WESTERN IOWA ENERGY, LLC
(Exact name of registrant as specified in its charter)
Iowa
000-51965
41-2143913
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1220 S. Center Street
P.O. Box 399
Wall Lake, Iowa
51466
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(712) 664-2173
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
þ
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Asset Purchase Agreement
On May 11, 2009, Western Iowa Energy, LLC, an Iowa limited liability company ("WIE"), entered into an Asset
Purchase Agreement with Renewable Energy Group, Inc., a Delaware corporation ("REG"), REG Newco, Inc., a Delaware
corporation ("Newco"), and REG Wall Lake, LLC, an Iowa limited liability company and a wholly owned subsidiary of Newco
("Wall Lake") (collectively, with REG and Newco, the "REG Parties") pursuant to which Wall Lake will acquire
substantially all of WIE's assets, assume certain liabilities of WIE, and thereafter operate WIE's biodiesel production
facility (the "Transaction"). The WIE assets to be acquired by Wall Lake under the Asset Purchase Agreement include,
without limitation, all of the business, assets, properties, contractual rights, goodwill, going concern value, rights
and claims of WIE related to its biodiesel production business. Wall Lake will not acquire any of the membership
interests of WIE. The WIE liabilities to be assumed by Wall Lake under the Asset Purchase Agreement include, without
limitation, accounts payable incurred in the ordinary course of business and certain indebtedness of the company.
In addition to the Transaction described above, the Asset Purchase Agreement contemplates the simultaneous closing
of several other transactions, including (i) REG's merger with and into a wholly-owned subsidiary of Newco, with REG
being the surviving entity, (ii) the acquisition by REG Newton, LLC, a wholly-owned subsidiary of Newco ("Newton"), of
substantially all of the assets of, and Newton's assumption of certain liabilities of, Central Iowa Energy, LLC, an
Iowa limited liability company ("CIE"), and (iii) the merger of Blackhawk Biofuels, LLC, a Delaware limited liability
company ("Blackhawk"). with and into REG Danville, LLC, a wholly-owned subsidiary of Newco ("Danville"), with Danville
being the surviving entity (collectively, the "Common Plan Transactions").
Upon closing of and in consideration of the Transaction, WIE unitholders will receive an aggregate of 6,963,377
shares of Common Stock of Newco and 259,012 shares of Preferred Stock of Newco. These shares of Newco Common Stock and
Preferred Stock will be distributed to WIE unitholders in proportion to each unitholder's respective ownership interest
in WIE, with each fractional share of Common Stock or Preferred Stock to which a unitholder is entitled being rounded
up to the next full share of Common Stock or Preferred Stock, as the case may be. Upon closing of the Transaction and
the other Common Plan Transactions contemplated in the Asset Purchase Agreement, WIE's unitholders will hold in the
aggregate approximately 1.89% of the total issued and outstanding shares of Newco Preferred Stock and approximately
19.04% of the issued and outstanding shares of Newco Common Stock. As of the closing date of the Transaction, WIE will
be entitled to designate a director nominee for election to Newco's board of directors to serve until the expiration of
certain transfer restrictions contained in the Certificate of Incorporation of Newco, which is expected to occur on the
earlier of December 31, 2010 or 180 days after the effective date of a registration statement relating to a qualifying
initial public offering of Newco's Common Stock (subject to certain extensions in each event).
The closing of the Transaction contemplated by the Asset Purchase Agreement is conditioned upon the receipt of
certain regulatory approvals, the approval of the unitholders of WIE, and the approval of the unitholders and
shareholders of the REG Parties, among other things. If the Transaction is duly approved by WIE's unitholders and all
other conditions to closing are satisfied, WIE intends to liquidate, windup and dissolve and terminate its existence as
soon as practicable following closing of the Transaction and the Asset Purchase Agreement, but in no case more than 30
days following such closing. Until WIE is dissolved and its existence is terminated, Newco will pay certain mutually
agreeable ongoing costs related to WIE.
The Asset Purchase Agreement requires WIE's board of directors to convene a special meeting of WIE's unitholders
for the purpose of holding a vote to obtain the requisite unitholder approval on the Transaction and the Asset Purchase
Agreement. Approval of the Transaction and the Asset Purchase Agreement requires the affirmative vote of unitholders
holding a majority of the outstanding membership interests of WIE; provided, however, that the affirmative vote of
unitholders holding no less than 75% of the outstanding membership interests of WIE will be required to approve the
liquidation, dissolution and winding up of WIE, which is part of the Transaction contemplated in the Asset Purchase
Agreement.
WIE and the REG Parties have made customary representations, warranties, and covenants in the Asset Purchase
Agreement. WIE has, among other things, agreed (i) to conduct its business in the ordinary course of business
consistent with past practice during the interim period between the date of execution of the Asset Purchase Agreement
and the date of closing thereof and not to engage in certain kinds of transactions during such interim period, (ii)
subject to certain exceptions, not to solicit proposals relating to alternative business combination transactions or
participate in discussions or negotiations regarding an alternative business combination transaction, and (iii) subject
to certain exceptions, not to approve, recommend, or propose publicly any alternative business combination transaction
or enter into any agreement or letter of intent related to an alternative business combination transaction. Newco has,
among other things, agreed to use commercially reasonable efforts to file a registration statement on Form S-4 (the
"Registration Statement") to register with the Securities and Exchange Commission (the "SEC") the Newco shares of
Common Stock and Preferred Stock to be issued in consideration of the Transaction and the other Common Plan
Transactions. The Registration Statement will contain as a prospectus a joint proxy statement prepared in cooperation
by CIE, the REG parties and the other parties to the Common Plan Transactions and which will describe the Transaction
and the other Common Plan Transactions.
In addition to the receipt of the approval of the unitholders of WIE and the unitholders and shareholders of the
REG Parties, each party's obligation to consummate the Transaction is subject to a number of other conditions,
including without limitation (i) the absence of any law, order, or injunction prohibiting the consummation of the
Transaction or the other transactions contemplated by the Asset Purchase Agreement, (ii) each party's representations
and warranties to the other must be complete and correct in all respects (with respect to representations and
warranties qualified or limited as to materiality or material adverse effect) or true and correct in all material
respects (with respect to representations and warranties not qualified or limited as to materiality or material adverse
effect) as of the date of execution of the Asset Purchase Agreement and as of the closing date thereof, (iii) no
material adverse effect shall have occurred with respect to WIE or the REG Parties between the date of execution of the
Asset Purchase Agreement and the closing of the Transaction and the Asset Purchase Agreement, (iv) each party shall
have performed and complied in all material respects with its covenants under the Asset Purchase Agreement, and (v) the
Registration Statement will have been declared effective by the SEC and the other necessary regulatory approvals with
respect to the Transaction will have been obtained, and (vi) other customary conditions to closing contained in the
Asset Purchase Agreement.
Upon closing under the Asset Purchase Agreement, WIE and REG will each release and discharge the other and their
respective officers, directors, and affiliates, from all obligations under the Management and Operational Services
Agreement dated May 9, 2005, between WIE and West Central Cooperative, and assigned to REG on July 31, 2006, and the
First Amendment to the Management and Operational Services Agreement dated November 22, 2006.
This Report on Form 8-K is being furnished pursuant to Item 1.01, Entry into a Material Definitive Agreement.
The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of
the Asset Purchase Agreement, which WIE intends to file as an exhibit to its quarterly report on Form 10-Q for the
three months ending March 31, 2009. The Asset Purchase Agreement will be filed to provide investors with information
regarding its terms. It is not intended to provide any other factual information about WIE or the REG Parties. In
particular, the assertions embodied in the representations and warranties contained in the Asset Purchase Agreement are
qualified by information in each of the disclosure schedules attached to the Asset Purchase Agreement. These disclosure
statements contain information that modifies, qualifies, and creates exceptions to the representations and warranties
set forth in the Asset Purchase Agreement. Moreover, certain representations and warranties in the Asset Purchase
Agreement were used for the purpose of allocating risk between WIE and the REG Parties, rather than establishing
matters as facts. Accordingly, you should not rely on the representations and warranties in the Asset Purchase
Agreement as characterizations of the actual state of facts about WIE or the REG Parties.
Additional Information About the Asset Purchase Transaction
WIE anticipates preparing a joint proxy statement with the cooperation of the REG Parties, Blackhawk and CIE,
describing the Transaction and the other Common Plan Transactions (collectively, the "Business Combination
Transactions") along with the other relevant documents regarding the proposed Business Combination Transactions. Newco
has agreed to file a Registration Statement with the SEC to register the securities of Newco to be issued in connection
with the Business Combination Transactions. The Registration Statement will contain the joint proxy
statement/prospectus and other relevant documents concerning the Business Combination Transactions.
Before making any decisions, WIE unitholders are urged to carefully read in its entirety the joint proxy
statement/prospectus that will be contained in the Registration Statement filed by Newco and any other relevant
documents (when these documents become available), as such documents will contain important information about WIE, the
REG Parties, CIE, Blackhawk and the Business Combination Transactions. A definitive joint proxy statement, once
available, will be sent to the unitholders of WIE seeking their approval of the Transaction. Unitholders may obtain
free copies of the joint proxy statement and related documents (when they become available) and other documents filed
with, or furnished to, the SEC by WIE, the REG Parties, Blackhawk and CIE at the SEC's website at
http://www.sec.gov
.
Information regarding the identity of persons who may, under the SEC's rules, be deemed to be participants in the
solicitation of shareholders of Renewable Energy Group and the unitholders of WIE, Blackhawk and CIE in connection with
the proposed Business Combination Transactions, and their interests in the solicitation, will be set forth in the joint
proxy statement/prospectus that will be filed with the SEC and contained in the registration statement that will be
filed by Newco with the SEC.
Item 7.01 Regulation FD Disclosure
On May 11, 2009, WIE published a press release related to WIE Board of Directors' adoption and execution of an
Asset Purchase Agreement between WIE and the REG Parties, which Asset Purchase Agreement provides for the acquisition
of substantially all of the assets of WIE by Wall Lake, the assumption of certain liabilities of WIE by Wall Lake, and
the consolidation and operation of WIE's, CIE's, and Blackhawk's biodiesel production facilities as described above.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Report on Form 8-K is being furnished pursuant to Item 7.01 Regulation FD Disclosure. The information
furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not
subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
Description
99.1
Press Release dated May 11, 2009, related to Asset Purchase Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, WIE has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
WESTERN IOWA ENERGY, LLC
May 11, 2009
/s/ William J. Horan
Date
William J. Horan, President