THE WYOMING SUGAR COMPANY, LLC
A PARTNERSHIP FORMED TO AQUIRE THE
WORLAND SUGAR FACTORY

•PRODUCERS AND LANDOWNER
INVESTORS
• NON PRODUCER INVESTORS AND
BUSINESSES
•THE WASHAKIE BEET GROWERS
ASSOCIATION COOPERATIVE (WBGAC)

• THIS STRUCTURE WAS NEEDED TO
OBTAIN MAXIMUM EQUITY INVESTMENT
• PROVIDES MORE FLEXIBILITY IN
MEETING THE NEEDS OF GROWERS,
INVESTORS, AND THE FACILITY
• PARTICIPATING CONTRACT IS THE KEY TO
MAKING IT WORK

Imperial Sugar holds assets of
Worland factory in a Subsidiary
WBGA Coop maintained and
Wyoming Sugar Company, LLC formed to purchase Subsidiary from Imperial
WBGA Coop becomes first
Investor in WSC LLC. Growers are members of the Coop and contract sugar beets with Coop.
WSC and WBGA create a contract for WSC to process the sugar beets. Participating contract is based on market and company performance.
WSC makes Intra State offering for $2.5 M in equity and secures $3.5 M in loans to complete purchase
WSC Receives Federal
Marketing Allocation to
Market Sugar

WwWBBAASD
WASHAKIE BEET
DS
GROWERS ASSOCIATION
COOPERATIVE
WYOMING SUGAR
COMPANY LLC
Participating Contract
Shares Risks and
Rewards of Market and Processing

WSC, LLC
• Contracts with WBGAC to
Process the Sugar beets
• Processes and Markets Sugar and By-Products
• Pays WBGAC for Beets based on the Risk
Participating Contract
• No Delivery Rights or
Obligations Attached
• Operates as a Partnership
WBGAC
• Contracts with Growers for Sugarbeet Production.
• All Growers are Members of Coop
• Has a Risk Participating
Contract with WSC
• Receives Payment from
WSC and Makes Payment to Growers on a Patronage
Basis
• 10% Partner in the WSC

• Grower Cooperative Can Be Major Investor Which Ultimately
Links All Growers To The LLC
• Growers, Landlords, and Other Investors Invested More Than They
Could Under A Structure That Linked Delivery Rights
• Since Risk and Rewards Are Better Matched By Grower Or
Investor There Was Increased Willingness to Participate
• Ability to Pass Tax Benefits to Investors Attracted More Equity

• Growers and Investors Can be Treated Differently
• Risk Participation of Growers with LLC Investors in Processing is
Subject to LLC Operating Within Performance Guidelines
• All LLC Investors Assume Total Risk if Guidelines Not Achieved.
Gives Proper Incentive for WSC Processing Operation
• Contractual Relationship of LLC and Coop Can be Changed
• Maintaining Cooperative Provides Capper-Volstead Exemption if
Needed
• Advantages of Partnership Taxation on One Side and Cooperative
Taxation on the Other Side

• LLC Offering More Complicated Than A
Cooperative Offering
• Requires SEC Approval Unless It Is An
Intra-State Offering Which Requires State
Approval
• No Delivery Right And Obligation Gives
Less Assurance To Factory Throughput
• Complication Of Maintaining Two Entities

• A LLC Operates Like A Partnership
• All Income Or Loss To Partners Like A 521T
Cooperative But Can Have Non Patron Members
• Cash Distributions Are Allowed But Not Required
• Tax Basis Or Tax Losses Can Be Passed To
Investors
• All Member Investors Share Some Of The Risks
With Growers Thru Participating Contract

• EQUITY - $2.5 MILLION
• $3.5 MILLION IN TERM DEBT WITH USDA
RURAL DEVELOPMENT GUARANTEE
• CCC LOANS ON SUGAR INVENTORY
• BANK CONSORTIUM IN PLACE IF
ADDITIONAL OPERATING LINE NEEDED
• AS OF SEPTEMBER 30, 2003 DEBT TO
EQUITY RATIO AT LESS THAN 1:1