Gevo enters into exchange agreement with senior secured lender

By Ethanol Producer Magazine | April 21, 2017

Colorado-based Gevo has reached an agreement with its senior secured lender that will improve its balance sheet and allow the company to pursue the necessary financing to produce biojet fuel, renewable gasoline and isobutanol at its Luverne, Minnesota, facility.

WB Gevo Ltd., or Whitebox, the holder of the Gevo Inc.’s issued and outstanding senior secured convertible notes, has agreed to exchange all $16.5 million of the existing 2017 notes for Gevo’s newly created 12 percent senior secured convertible 2020 notes. The exchange and the issuance of the 2020 notes require stockholder approval and will be voted on at the company’s annual stockholder meeting in June.

“We are very pleased to have signed the purchase agreement with Whitebox,” said Patrick Gruber, Gevo’s CEO. “Over the past year, we have been working hard to restructure our balance sheet and put ourselves in a stronger financial position that would enable us to move ahead with our strategic initiatives. Resolving our debt situation with Whitebox was paramount to this effort. Over the past year, we have been able to strengthen our cash position while significantly decreasing the principal balance of our 2022 Notes, which gave us the flexibility to work with Whitebox and generate a solution that we believe will benefit all of Gevo’s stakeholders and give ourselves more runway to complete our goals, namely to continue to execute our growth plan of building out our Luverne plant to serve Gevo's core jet fuel, renewable gasoline and isobutanol markets.”

Gruber continued, “With clarity on our balance sheet, we believe we will be in an improved position to develop key customer relationships and negotiate better deals for Gevo and our stockholders. I want to be clear that we still need to explore financing options to expand Luverne, but we expect this new capital structure to provide us with additional flexibility that we did not have previously. We continue to look to 2017 as a pivotal year for Gevo and remain excited about the opportunity in front of us.”

A more detailed report on the proposed transaction will be filed today with the U.S. Securities and Exchange Commission, according to the company.

The key terms of the 2020 Notes are as follows:

-Maturity date:  The 2020 Notes will mature on March 15, 2020.

-Interest: The 2020 Notes will accrue interest at 12 percent per annum, with 10 percent payable in cash and 2 percent payable as payment in kind (PIK) interest. The PIK interest is paid by increasing the principal amount of the 2020 Notes by the amount of PIK interest due.

-Conversion and conversion price: The 2020 Notes are convertible, at the option of the holders, into shares of the company’s common stock. The 2020 notes will have an initial conversion price equal to the lesser of $1.196 per share, or a premium of 15 percent to the closing price of the company’s common stock on the date of the exchange.

-Conversion price reset and adjustments: Upon certain equity financing transactions by the company, the holders will have a one-time right to reset the conversion price in the first 90 days following the exchange, at a 25 percent premium to the common stock price in the equity financing and after 90 and before 180 days following the exchange, at a 35 percent premium to the common stock share price in the equity financing.

-Holder option: The holders have an option, subject to certain conditions, to purchase up to an additional $5 million aggregate principal amount of 2020 Notes within 90 days of the closing of the exchange contemplated by the purchase agreement.