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ALL Fuels Agrees to Valero's Offer of $100 Million to Sell the Renew Energy Ethanol Plant in Jefferson, Wisconsin. Valero Then Says ''No Deal''

The $100 million offer by ALL Fuels - Jefferson resulted from negotiations over the last few weeks, after ALL Fuels was unsuccessful in overturning bankruptcy court approval of the sale of Renew to Valero, claiming that Wm. Blair and Banker's Bank had rejected ALL Fuel's better offer at the time of the auction for no good reason. ALL Fuels had offered $77 million in the auction. "The terms of the auction were not followed in good faith" said Dean Sukowatey, President of ALL Fuels, "Our bid exceeded the successful Valero bid by $5 million, but Bankers Bank, Valero and Wm. Blair unilaterally discounted our offer, in order to terminate the auction and accept Valero's bid. We negotiated in good faith, and were ready to go much higher, but the auction was prematurely terminated. To purchase Renew Energy, we had no choice but to deal directly with Valero, and bid up the price even before the closing has taken place."

On Tuesday, January 19, 2010, ALL Fuels offered Valero $82 million cash for Renew. Valero countered the ALL Fuels $82 million bid at $100 million. On Friday, January 29, ALL Fuels accepted Valero's $100 million counteroffer. Valero's closing with Bankers Bank is now set for Thursday, February 4, 2010.

On Friday, January 29, after ALL Fuels agreed to Valero's $100 million price for Renew, Valero's V.P. of Alternative Energy and Project Development, George Stutzmann, notified ALL Fuels at 5:53PM, "We do not have a deal. While we casually discussed the $100 mm number as something that might be of interest awhile back, it no longer is and we are now committed to close."

"Valero is in a great position now as we are offering them $28 million more than Valero is to pay for Renew as a result of the bankruptcy auction," said Dean Sukowatey, President and CEO, ALL Fuels and Energy. "For reasons we do not understand, Wm. Blair and Bankers Bank deprived Renew's creditors of $28 million in additional proceeds in order to steer the sale to Valero. ALL Fuels is actively pursuing its options."

FURTHER BACKGROUND:

Valero Renewable Energy Company was awarded the best bid to purchase the Renew plant at $72 million in the Renew Bankruptcy Auction managed by Wm Blair, Chicago, and Bankers Bank, Madison. The ALL Fuels-Jefferson, LLC auction bid was $77 million. ALL Fuels-Jefferson, LLC attempted to enter a substantially higher bid but was not allowed to do so. Instead, Blair and Bankers' advised the auction participants that time had run out, the auction was closed and Blair announced that Valero had the best bid. ALL Fuels Jefferson, LLC filed a motion to reconsider and open for re-auction in the Renew Energy LLC Chapter 11 bankruptcy proceeding (U.S. Bankruptcy Court, Western District of Wisconsin, Case No. 09-10491. The appeal motion was denied Jan 12, 2010. Renew Energy is the debtor-in-possession in a Chapter 11 bankruptcy.

"The ALL Fuels auction bid of $77 million was the best bid at the time, and best result for the participating banks and bondholders. Subsequent forced negotiation with Valero has yielded what we thought was an accepted offer for $100 million to purchase Renew from them, even before they close on their own purchase. The creditors of Renew were shorted $28 million. Bankers Bank and its advisor William Blair contracted for the sale of Renew to Valero at far below the market, for a price of $72 million where the real value is more than $100 million. ALL Fuels has engaged Attorney Stephen Kravit and the Kravit, Hovel & Krawczyk S.C. law firm of Milwaukee, Wisconsin to advise ALL Fuels on its options to acquire Renew" said Sukowatey.

ALL Fuels & Energy
Dean Sukowatey, 515-331-6509
dean@allfuelsandenergy.com