Gevo, Inc. Files 8-K for Material Agreement and Asset Disposition

TL;DR

Gevo filed an 8-K on Jan 31, 2025, detailing a material agreement and asset disposition. Expect updates on financial obligations.

AI Summary

On January 31, 2025, Gevo, Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also incurred a direct financial obligation or an obligation under an off-balance sheet arrangement. This filing includes information regarding Regulation FD disclosure and financial statements.

Why It Matters

This 8-K filing indicates significant corporate activity for Gevo, Inc., potentially involving asset changes and new financial commitments that could impact its operational and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and financial obligations, which inherently carry some level of risk and require further investigation into the specifics.

Key Players & Entities

• Gevo, Inc. (company) — Registrant
• January 31, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share GEVO Nasdaq Capital Mark
• $105 million — ). The Credit Agreement provides for a $105 million senior secured term loan that was funde
• $5 million — equity investment in Holdings equal to $5 million on the Closing Date. The organizational
• $210 m — ence. The aggregate purchase price was $210 million, subject to customary adjustments
• $10 million — uant to which the Company had deposited $10 million in earnest money, which was applied aga
• $1.26 million — mpany deposited on the Closing Date (i) $1.26 million of the Purchase Price for the purposes

Filing Documents

• tm254998d1_8k.htm (8-K) — 40KB
• tm254998d1_ex10-1.htm (EX-10.1) — 797KB
• tm254998d1_ex10-2.htm (EX-10.2) — 18KB
• tm254998d1_ex99-1.htm (EX-99.1) — 29KB
• tm254998d1_ex99-1img001.jpg (GRAPHIC) — 21KB
• 0001104659-25-008435.txt ( ) — 1264KB
• gevo-20250131.xsd (EX-101.SCH) — 3KB
• gevo-20250131_lab.xml (EX-101.LAB) — 33KB
• gevo-20250131_pre.xml (EX-101.PRE) — 22KB
• tm254998d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 31, 2025 (the " Closing Date "), Gevo, Inc., a Delaware corporation (the " Company "), closed its previously announced transaction pursuant to that certain Asset Purchase Agreement (the " Purchase Agreement ") by and among 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 "), and Red Trail Energy, LLC, a North Dakota limited liability company (" Seller "). Pursuant to the Purchase Agreement, and subject to the terms and conditions thereof, the Buyers acquired substantially all of the assets, and assumed certain liabilities, of Seller on the terms set forth therein (the " Transaction "). Credit Agreement On the Closing Date, Net-Zero North HoldCo, LLC, a Delaware limited liability company (the " Borrower" ), R-CCS, NZ-R (R-CCS, NZ-R and Borrower collectively , the " Project Companies "), Gevo North Dakota Operations, LLC, a Delaware limited liability company (" Operations Company "), and Gevo Intermediate HoldCo, LLC, a Delaware limited liability company (" Holdings ", and together with the Project Companies and the Operations Company, the " Guarantors "), each a direct or indirect subsidiary of the Company, entered into a Credit Agreement (the " Credit Agreement ") with OIC Investment Agent, LLC, as administrative agent for the Lenders (in such capacity, the " Administrative Agent ") and as collateral agent for the Secured Parties (in such capacity, the " Collateral Agent "), and the lenders from time to time thereto (" Lenders "). The Credit Agreement provides for a $105 million senior secured term loan that was funded on the Closing Date (the " Term Loan ") with a maturity of January 31, 2030. The proceeds of the Term Loan were used to partially fund the previously announced Transaction and the payment of fees und

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The aggregate purchase price was $210 million, was funded by a mixture of Company cash on hand and $105 million of debt financing from the Term Loan. As previously disclosed, the Company and Seller entered into an escrow agreement pursuant to which the Company had deposited $10 million in earnest money, which was applied against the Purchase Price. In addition, pursuant to such escrow agreement, the Company deposited on the Closing Date (i) $1.26 million of the Purchase Price for the purposes of securing the post-closing indemnification obligations of Seller, and (ii) $5 million of the Purchase Price for purposes of securing any Purchase Price adjustments. Buyers obtained a representation and warranty insurance policy to provide coverage for certain breaches of representations and warranties of the Sellers, which coverage is subject to certain exclusions, deductibles and other terms and conditions as set forth in the policy. The material terms of the Purchase Agreement were previously reported in Item 1.01 of the Current Report on Form 8-K filed on September 12, 2024 (the " September Form 8-K ") with the U.S. Securities and Exchange Commission (the " SEC "). The foregoing description of the Purchase Agreement and the Transaction contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which was filed with the SEC as Exhibit 2.1 to the September Form 8-K, and is incorporated herein by reference.

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 3, 2025 , the Company announced the closing of the Transaction. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. The Company intends to file the financial statements required by Item 9.01(a) by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed with respect to the closing of the Transaction. (b) Pro forma financial information. The Company intends to file the pro forma financial information relating to the Transaction required by Item 9.01(b) by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed with respect to the closing of the Transaction. (d) Exhibits. Exhibit No. Description 2.1* Asset Purchase Agreement, dated as of September 10, 2024, by and among the Company, Buyers, and Seller (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on September 12, 2024). 10.1* Credit Agreement, dated as of January 31, 2025, by and between the Net-Zero North HoldCo, LLC, OIC Investment Agent, LLC, as administrative agent for the Lenders, and the other parties thereto. 10.2 Form of Term Loan Note 99.1 Press Release, dated February 3, 2025 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: February 3, 2025 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