Andersons Inc. (ANDE)

[IPO$]

Item 1.01 Entry into a Material Definitive Agreement.

On May 16, 2015, The Andersons, Inc. (the "Company") entered into an agreement to purchase (the "Stock Purchase Agreement") Kay Flo Industries, Inc. (the "Sellers"), and certain subsidiaries. The Company acquired 100% of the outstanding shares of Kay Flo Industries, Inc., which included all subsidiaries except the animal nutrient business. The purchase price was approximately $125.6 million, which includes estimated working capital of the acquired entities and other closing adjustments. As further consideration, the Company will pay the Sellers up to an additional $24.0 million pursuant to an earn-out provision. The Company is funding this transaction with long-term debt, short-term debt, and cash on hand. The debt is being drawn from the Company's existing line of credit. The Stock Purchase Agreement is filed as Exhibit 2.1 and incorporated herein by reference.