Gevo, Inc. Enters Material Definitive Agreement

Ticker: GEVO · Form: 8-K · Filed: Sep 12, 2024 · CIK: 1392380

Sentiment: neutral

Topics: material-definitive-agreement

TL;DR

Gevo just signed a big deal, details TBD.

AI Summary

Gevo, Inc. announced on September 10, 2024, that it entered into a Material Definitive Agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new business development for Gevo, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the agreement.

Key Players & Entities

FAQ

What is the nature of the Material Definitive Agreement?

The filing does not specify the nature of the Material Definitive Agreement.

Who is the counterparty to this agreement?

The filing does not disclose the name of the counterparty.

Are there any financial terms associated with this agreement?

The filing does not provide any financial figures or terms related to the agreement.

When was the agreement entered into?

The earliest event reported in relation to this agreement was on September 10, 2024.

What is the purpose of this 8-K filing?

This 8-K filing is to report the entry into a Material Definitive Agreement, as well as for Regulation FD Disclosure and to file Financial Statements and Exhibits.

Filing Stats: 1,744 words · 7 min read · ~6 pages · Grade level 14.5 · Accepted 2024-09-12 06:57:10

Key Financial Figures

Filing Documents

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement. On September 10 , 2024, Gevo, Inc., a Delaware corporation (the " Company ") and its wholly owned subsidiaries Richardton CCS, LLC, a Delaware limited liability company (" R-CCS "), and Net-Zero Richardton, LLC, a Delaware limited liability company (" NZ-R ", and together with R-CCS, the " Buyers "), entered into an Asset Purchase Agreement (the " Purchase Agreement ") with Red Trail Energy, LLC, a North Dakota limited liability company (" Seller "). Pursuant to the Purchase Agreement, and subject to the terms and conditions thereof, Buyers will acquire substantially all of the assets, and assume certain liabilities, of Seller on the terms set forth therein (the " Transaction "). The purchase price is $210,000,000, the Purchase Price will be funded by a mixture of Company cash on hand and additional debt financing to be obtained prior to closing. The Transaction is expected to close in the first quarter of 2025, subject to (i) the approval of the Transaction by holders of a majority of the Seller's outstanding Class A Membership Units, (ii) regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) the procurement of debt financing by the Company and Buyers on terms satisfactory to the Company and Buyers and (iv) other closing conditions. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. In connection with the Purchase Agreement, the Company and Seller entered into an escrow agreement pursuant to which the Company (i) has deposited $10,000,000 in earnest money, which will applied against the Purchase Price, (ii) will deposit $1,260,000 of the Purchase Price at closing for the purposes of securing the post-closing indemnification obligations of Seller, and (iii) will deposit $5,000,000 of the Pur

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 12, 2024 , the Company announced the execution of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein. On September 12, 2024, the Company will hold a conference call with analysts and investors regarding the transactions contemplated by the Purchase Agreement. The materials furnished as Exhibit 99.2 are incorporated by reference herein and will be presented during such conference call. The information in Item 7.01 of this report (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Forward Looking Statements

Forward Looking Statements This communication contains "forward-looking of 1934 and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company or its management is discussing its beliefs, estimates or expectations. Such statements generally include words such as "believes," "expects," "intends," "anticipates," "estimates," "continues," "may," "plan," "will," "goal," or similar expressions. Forward-looking management about future events and are therefore subject to risks and uncertainties, many of which are outside the Company's control, which could cause actual results to differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the proposed transaction within the anticipated time period, or at all, due to any reason, the failure to obtain required regulatory approvals for the proposed transaction, the failure to obtain financing for the purchase price or the failure to satisfy the other conditions to the consummation of the proposed transaction; (2) the risk that the Purchase Agreement may be terminated in circumstances requiring the Company to forfeit the earnest money; (3) the risk that the proposed transaction disrupts the Company's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Asset Purchase Agreement, dated as of September 10, 2024, by and among the Company, Buyers, and Seller. 99.1 Press Release, dated September 12, 2024 99.2 Investor Presentation Materials, dated September 12, 2024 104 Cover Page Interactive Data File (embedded as Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GEVO, INC. Dated: September 12, 2024 By: /s/ E. Cabell Massey E. Cabell Massey Vice President, Legal and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing