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Pinnacle Announce Successful Closing of Exchange Offer and New Capital Investments

MARCH 10, 2017

Loveland, CO. — Pinnacle Agriculture Holdings, LLC (“Pinnacle”) announced today the closing of its previously announced offer to exchange (the “Exchange Offer”) (i) newly issued 9.00% Senior Secured Notes due 2023 (the “New Notes”) of Pinnacle Operating Corporation (the “POC”) and (ii) Class A-2 Participating Preferred Units of Pinnacle Agriculture Enterprises, LLC (“PAE”) for any and all of POC’s validly tendered and accepted outstanding 9.00% Second Lien Senior Secured Notes due 2020 (the “Old Notes”). Approximately $272,280,000, or 90.76%, of the aggregate principal amount of outstanding Old Notes, were tendered in the Exchange Offer.

Pinnacle also announced today the closing of new capital investments in the company totaling approximately $125.8 million, consisting of (i) approximately $61.7 million principal amount of New Notes issued to certain participants in the Exchange Offer for an aggregate purchase price of $61.7 million, and (ii) 86,659,902 Class A-1 Participating Preferred Units of PAE issued to certain investors for an aggregate purchase price of approximately $64.1 million.

In connection with the closings, as previously announced, Pinnacle has entered into an amendment to its First Lien Credit Agreement with lenders holding over 90% of the loans thereunder to extend the maturity date with respect to such loans to November 2021 and an amendment to its ABL facility with lenders holding over 90% of the commitments thereunder to extend the maturity date with respect to such commitments to November 2020.

“We are pleased to finalize these transactions, which raise new capital, reduce debt, increase liquidity and improve our debt maturity profile,” said Kenny Cordell, Pinnacle’s President and Chief Executive Officer. “These transactions enable us to continue towards our objective of being the best in class agricultural retailer, focused on bringing value to our grower customers. The amount of new capital raised and the overwhelming support from creditors and shareholders demonstrates confidence in our business plan. We look forward to many years of success with our customers, employees and shareholders.”