M&A - Gevo, Inc.
Form Type: 8-K/A
Filing Date: 2025-04-16
Corporate Action: Acquisition
Type: Update
Accession Number: 000110465925035528
Filing Summary: On April 16, 2025, Gevo, Inc. filed an amendment to its Previous Form 8-K, which reported the completion of its acquisition of substantially all the assets and certain assumed liabilities of Red Trail Energy, LLC as of January 31, 2025. The acquisition was executed through an Asset Purchase Agreement with its wholly owned subsidiaries Richardton CCS, LLC and Net-Zero Richardton, LLC acting as the buyers. The amendment includes historical financial statements of Red Trail Energy and pro forma financial information as necessary under Item 9.01 of Form 8-K. The audited financial statements for the years ending September 30, 2024, and 2023 are incorporated as Exhibit 99.1, and unaudited pro forma condensed combined financial statements are in Exhibit 99.2, reflecting the effects of the acquisition on Gevo's financials. The original disclosure remains unchanged.
Additional details:
Financial Statements Of Business Acquired: Audited financial statements of Red Trail Energy, LLC as of September 30, 2024 and 2023 for each of the three years ended September 30, 2024.
Pro Forma Financial Information: Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024.
Exhibit 23 1: Consent of Eide Bailly LLP.
Exhibit 99 1: Financial statements incorporated by reference from Red Trail Energy, LLC’s Annual Report on Form 10-K filed on January 15, 2025.
Exhibit 99 2: Unaudited pro forma financial information related to the acquisition.
Form Type: 8-K
Filing Date: 2025-02-03
Corporate Action: Acquisition
Type: New
Accession Number: 000110465925008435
Filing Summary: On January 31, 2025, Gevo, Inc. closed its acquisition of substantially all assets of Red Trail Energy, LLC for an aggregate purchase price of $210 million, utilizing a mix of company cash and $105 million of debt financing from a senior secured term loan. The acquisition was facilitated through an Asset Purchase Agreement with its subsidiaries Richardton CCS, LLC and Net-Zero Richardton, LLC acting as the buyers. A Credit Agreement was also established providing for a term loan with varying interest rates based on the leverage ratio, secured by the company's tangible and intangible assets. The company provided additional funds for post-closing adjustments and indemnifications and acquired insurance for potential breaches of the seller's warranties. The closing of the transaction was announced on February 3, 2025.
Additional details:
Date Of Report: 2025-01-31
Purchase Price: 210 million
Term Loan Amount: 105 million
Term Loan Maturity: 2030-01-31
Interest Rate Initial: 11.50%
Earnest Money Deposit: 10 million
Equity Investment By Lenders: 5 million
Escrow Funds Post Closing Indemnification: 1.26 million
Escrow Funds Purchase Price Adjustment: 5 million
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