On August 17, 2012, Aventine Renewable Energy Holdings, Inc. (the "Company"), along with each of its subsidiaries (the Company and its subsidiaries, collectively, the "Aventine Companies"), entered into a Restructuring Agreement (the "Restructuring Agreement") with 100% of the lenders under the Original Credit Agreement (as defined below) (the "Original Lenders") and certain stockholders of the Company beneficially holding 5,331,835 shares of the Company's common stock, representing a majority of the Company's issued and outstanding common stock (the "Majority Stockholders"). Pursuant to the Restructuring Agreement, the Original Lenders, the Aventine Companies and the Majority Stockholders agreed to a restructuring of the indebtedness and capital stock of the Company and the other Aventine Companies (the "Restructuring"), subject to the terms and conditions described in the Restructuring Agreement and in the term sheet attached thereto as Exhibit A, as well as the execution of definitive documentation. The Restructuring was accomplished on September 24, 2012 (the "Closing Date").

Amended Term Loan Facility

In connection with the Restructuring, on the Closing Date, the Senior Secured Term Loan Credit Agreement dated as of December 22, 2010 (as amended from time to time, the "Original Credit Agreement") with Citibank, N.A., as administrative agent and collateral agent, was amended and restated (as so amended and restated, the "Amended Term Loan Facility") to, among other things, (i) provide for a new term loan in the principal amount of $30,000,000 (the "New Term Loan") made by certain of the Original Lenders (the "New Term Loan Lenders"),
(ii) reinstate $100,000,000 in principal amount of the term loans made under the Original Credit Agreement, including all principal, interest, capitalized interest, fees and expenses (the "Original Term Loan"), (iii) provide for the issuance of new common stock of the Company to the Original Lenders in consideration of (x) cancellation of the remaining principal balance of the Original Term Loan, in the approximate amount of $132,000,000, and (y) the making of the New Term Loan, (iv) permanently waive the defaults specified in the Forbearance Agreement dated as of July 27, 2012 and reset certain covenants in the Original Credit Agreement and (v) incorporate the other terms described below. Each Original Lender received its pro rata share of the reinstated portion of the Original Term Loan and the common stock issued in exchange for the cancellation of the balance of the Original Term Loan and lending their respective amounts under the New Term Loan.

The New Term Loan matures four years from the Closing Date and bears interest at 12% per annum, payable in cash. On the Closing Date, each of the New Term Loan Lenders fully earned a nonrefundable fee equal to 3% of each New Term Loan Lender's portion of the New Term Loan, which fee is payable in kind by being added to the principal amount of the New Term Loan. Also on the Closing Date, each New Term Loan Lender fully earned an additional nonrefundable exit fee equal to 3% of each New Term Loan Lender's portion of the New Term Loan, which fee is payable in cash to the holders of such New Term Loan Lender's portion of the New Term Loan on the earlier of the maturity date or the prepayment in full of the New Term Loan. The collateral for the New Term Loan is the same as that . . .

The information set forth under the headings "Amended Term Loan Facility" and "Amended ABL Facility" in Item 1.01 is incorporated by reference herein.

The information set forth under the headings "Subscription Agreement" and "Warrant Agreement" in Item 1.01 is incorporated by reference herein. This Current Report on Form 8-K is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company. Any securities offered in connection with the transactions described herein made in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 will not be or have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Buy-In Right

The Company previously disclosed in its Current Report on Form 8-K filed with the SEC on August 20, 2012 that, in connection with the Restructuring, the existing stockholders of the Company, excluding the Original Lenders, that are accredited investors would be offered the right to buy on the Closing Date, on a pro rata basis, up to $50,000,000 of the Company's common stock at a $146,000,000 valuation (the "Buy-In Right"), with such proceeds repaying the Original Term Loan and reducing the New Equity otherwise distributable to the Original Lenders. The Company and the Original Lenders have determined not to offer the Buy-In Right in connection with the Restructuring.

The Company concluded that the unaudited interim consolidated financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the "March 10-Q") require restatement to correct for an error in the reported basic and diluted weighted-average number of common and common equivalent shares outstanding and the related basic and diluted per common share amounts and, therefore, should no longer be relied upon. The Company determined that the weighted average shares and share equivalents disclosed in its March 10-Q filed with the SEC on May 9, 2012 had been improperly calculated. The calculation error resulted in the amount disclosed for both the basic and diluted weighted-average number of common and common equivalent shares outstanding to be overstated by approximately 1.1 million shares, thus causing both the basic and diluted loss per common share amounts to be understated by approximately ($0.29) for the three months ended March 31, 2012. This error was also reflected in the Company's earnings release that was issued on May 9, 2012 and furnished to the SEC on that date. The error was discovered during an additional review by executive management subsequent to the March 10-Q filing. The Company expects to file a Form 10-Q/A by October 15, 2012 to amend its previously filed March 10-Q. In connection with the restatement, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2012, the end of the period covered by the March 10-Q, the Company's disclosure controls and procedures were not effective to detect the incorrect calculation of the Company's weighted average shares outstanding that was used to calculate both basic and diluted earnings per share. This was due to a deficiency that existed in the design or operation of the Company's internal controls over financial reporting that adversely affected the Company's internal controls and that was considered to be a material weakness. In an effort to remediate the identified material weakness and enhance the Company's internal controls, the Company has added an additional internal control in 2012 to specifically review the basic and diluted earnings per share calculations each quarter to ensure the calculations are performed correctly. Management believes that adding the additional internal control will remedy the error that caused the material weakness. The Company has discussed the matters disclosed in this Item 4.02 with the Company's independent registered public accounting firm, Ernst & Young LLP.

The information set forth under the headings "Subscription Agreement" and "Stockholders Agreement" in Item 1.01 is incorporated by reference herein.

On the Closing Date and pursuant to the Stockholders Agreement, Kurt Cellar, Carney Hawks, and Douglas Silverman resigned from their positions on the Board. Mr. Cellar also resigned from his positions as Chairman of the Audit Committee of the Board and member of the Compensation Committee of the Board.

Also on the Closing Date and pursuant to the Stockholders Agreement, the number of directors of the Company was fixed at five, Eugene Davis, John Castle, and Tim Bernlohr remained on the Board, and Kip Horton and James Continenza became members of the Board.

Mr. Horton is a Co-Founder and Member of RPA Advisors, LLC ("RPA") where he specializes in financial and turnaround advisory services for both companies and creditors. Mr. Horton has consulted on strategic planning, business plan analysis, cash management, enterprise valuation, cost reduction, restructuring, divestiture analysis, mergers and acquisitions and risk management. Within the merchant power and ethanol arena, Mr. Horton has extensive experience in risk management, trading-related activities and cash management. Prior to co-founding RPA, Mr. Horton was an Executive Director at Capstone Advisory Group, a restructuring and turnaround consulting firm. Previously, he was with Policano & Manzo, LLC and Prudential Securities. Mr. Horton holds a BS in Business Administration from the University of Richmond with a concentration in Finance. He is also a member of the Turnaround Management Association. Mr. Horton currently serves on the boards of directors of South Bay Expressway, Bicent Power LLC and Southwest Georgia Ethanol and previously served on the boards of directors of EBG Holdings, LLC and US PowerGen Company.

Mr. Continenza is a senior executive who specializes in turning around underperforming businesses across a variety of industries. Mr. Continenza has served in senior leadership roles at a number of companies. Mr. Continenza currently serves on the boards of directors of The Berry Company, LLC, Blaze Recycling, LLC, Neff Rental, LLC, Portola Packaging, Inc., Southwest Georgia Ethanol, LLC, and Tembec Corp, Inc. and previously served on the boards of directors of Anchor Glass Container Corp, Inc., Arch Wireless, Inc., Hawkeye Renewables, LLC, MAXIM Crane Works, Inc., Microcell Telecommunications, Inc., Rath Gibson, Inc., Rural Cellular Corp, Inc. and U.S. Mobility, Inc.

Other than under the Stockholders Agreement, there are no arrangements or understandings between either of Messrs. Horton and Continenza and any other person pursuant to which either of Messrs. Horton and Continenza was appointed to serve as a director of the Company. There are no transactions in which either of Messrs. Horton and Continenza had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Amendment of Certificate of Incorporation

In connection with the Restructuring, on September 20, 2012, the Company amended and restated its Third Amended and Restated Certificate of Incorporation (such amendment and restatement, the "Amended Certificate of Incorporation") to:
(a) effect the reverse stock split, which resulted in one new share being issued for 50 existing shares of the Company's issued and outstanding common stock, in which stockholders that would otherwise be entitled to fractional shares received $6.15 in cash multiplied by each holder's fractional share amount in lieu of stock for such fractional shares (the "Reverse Stock Split"), and
(b) make other changes necessary or convenient for the Restructuring. The company previously disclosed information with respect to the Amended Certificate of Incorporation and the Reverse Stock Split in its Current Report on Form 8-K filed with the SEC on September 21, 2012.

The foregoing description of the Amended Certificate of Incorporation is not complete and is qualified in its entirety by reference to the full text of the Amended Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment of the Bylaws

In connection with the Restructuring, on the Closing Date, the Company amended and restated its Amended and Restated Bylaws (such amendment and restatement, the "Amended Bylaws") to make changes necessary or convenient for the Restructuring.

The Amended Bylaws are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Deregistration

The Company was, primarily as a result of a downtown in industry-wide margins, not in compliance with certain debt covenants under the Original Credit Agreement and the Original ABL Facility, and was undergoing negotiations with the lenders to restructure such debt to provide greater liquidity for the Company, at the time the Company was required to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 (the "Form 10-Q"). Management expended considerable time and effort to determine the Company's financing plans but remained uncertain about the Company's future plans, including whether the Company would be able to successfully restructure its debt, and was unable to enter into and/or consummate, as applicable, definitive actions or agreements to enable the Company to complete all of the disclosure required in the Form 10-Q, including its financial statements, and have the Form 10-Q filed on the due date without unreasonable effort and expense.

The Company does not intend to file the Form 10-Q with the SEC. As required by the terms of the Subscription Agreement, the Company intends to file a Form 15 with the SEC shortly after the filing of this Current Report on Form 8-K to deregister its common stock and to notify the SEC of the automatic suspension of its reporting obligations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), that occurred on January 1, 2012 (or earlier) under Section 15(d) of the Exchange Act, pursuant to Rule 15d-6 thereunder. As a result, the Company believes that at such time, or shortly thereafter, the common stock of the Company will no longer be eligible for quotation on the OTC Bulletin Board. The Company anticipates that its common stock may be

quoted on the Pink Sheets following the Form 15 filing and anticipated delisting from OTC Bulletin Board, to the extent market makers commit to make a market in the Company's shares. However, the Company can provide no assurance that trading in its common stock will continue. The Board considered a number of factors in making this decision, including the following:

† the dramatically increased costs, both direct and indirect, associated with the preparation and filing of the Company's periodic reports with the SEC;

†

† the Company had prior to and as of January 1, 2012 (and continues to have) fewer than 300 registered stockholders; and

†

† the lack of analyst coverage and minimal liquidity for the Company's common stock.

Cautionary Note Regarding Forward-Looking Statements

This report contains "forward-looking" statements regarding (i) issuance of the Warrants, (ii) adoption of the Management Incentive Plan, and (iii) suspension of the Company's Exchange Act reporting requirements. All such forward-looking statements are subject to uncertainty and changes in circumstances, and there is no assurance (i) the Warrants will be issued, (ii) the Management Incentive Plan will be adopted, or (iii) the Company's Exchange Act reporting requirements will be suspended. Moreover, no forward-looking statements are guarantees of future results or performance and involve risks, assumptions and uncertainties that could cause actual events or results to differ materially from the events or results described in, or anticipated by, the forward-looking statements. Factors that could materially affect such forward-looking statements include
(i) the failure of the Company to issue the Warrants, (ii) the failure of the reconstituted Board to adopt the Management Incentive Plan, and (iii) the failure of the Company to suspend its Exchange Act reporting requirements. All forward-looking statements are made only as of the date of this report, and the Company assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements.

(d) Exhibits

The following materials are filed or furnished, as applicable, as exhibits to this Current Report on Form 8-K:

Exhibit No.                                Description
3.1           Fourth Amended and Restated Certificate of Incorporation of Aventine
              Renewable Energy Holdings, Inc.

3.2           Second Amended and Restated Bylaws of Aventine Renewable Energy
              Holdings, Inc.

10.1          Amended and Restated Senior Secured Term Loan Credit Agreement dated
              as of September 24, 2012 among Aventine Renewable Energy
              Holdings, Inc., as borrower, the lenders from time to time party
              thereto and Citibank, N.A., as collateral agent and administrative
              agent.

10.2          Second Amended and Restated Credit Agreement dated as of
              September 24, 2012 among Aventine Renewable Energy Holdings, Inc.,
              Aventine Renewable Energy - Aurora West, LLC, Aventine Renewable
              Energy - Mt. Vernon, LLC, Aventine Renewable Energy - Canton, LLC,
              Aventine Power, LLC and Nebraska Energy, L.L.C., as borrowers, and
              Wells Fargo Capital Finance, LLC, as lender and agent.

10.3          Subscription Agreement dated as of September 24, 2012 among Aventine
              Renewable Energy Holdings, Inc. and each of the subscribers
              identified on the signature pages thereto as "Subscribers."

10.4          Warrant Agreement dated as of September 24, 2012 between Aventine
              Renewable Energy Holdings, Inc. and American Stock Transfer & Trust
              Company, LLC.

10.5       Registration Rights Agreement dated as of September 24, 2012 among
           Aventine Renewable Energy Holdings, Inc. and the Holders (as defined
           therein).

10.6       Amendment and Termination of the Registration Rights Agreement dated
           as of September 24, 2012 among Aventine Renewable Energy
           Holdings, Inc. and the stockholders set forth on the signature
           pages thereto.

10.7       Stockholders Agreement dated as of September 24, 2012 among Aventine
           Renewable Energy Holdings, Inc., the investors identified on Schedule
           A thereto as "Investors" and the parties identified on Schedule A
           thereto as "Existing Stockholders."

99.1       Press Release of Aventine Renewable Energy Holdings, Inc., dated
           September 25, 2012.