M&A - RED TRAIL ENERGY, LLC

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000135968725000055

Filing Summary: On May 27, 2025, South 8 Energy, LLC entered into a CORC Transfer Agreement with Gevo, Inc. to sell a portion of its carbon dioxide removal certificates (CORCs). The purchase price for these CORCs totals $637,500 in cash, contingent upon Gevo's ability to sell the CORCs, along with additional CORCs expected to be generated by NZ-R by December 31, 2025. If NZ-R fails to generate these CORCs by the deadline, Gevo is required to pay an extra $637,500 in cash. Furthermore, on January 31, 2025, the company completed an Asset Purchase Agreement with Gevo and its subsidiaries, whereby they acquired nearly all of the company's assets and took on specific liabilities as detailed in the agreement.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000135968725000052

Filing Summary: On January 31, 2025, South 8 Energy, LLC completed an asset acquisition involving substantially all of its assets for $210 million from Gevo, Inc. and its subsidiaries. Following the transaction, South 8 Energy ceased operations as of March 31, 2025. The Company generated revenue primarily through ethanol production, while recent reports indicated a substantial increase in cash flow and assets compared to previous fiscal periods, with significant improvements in net income and a reduction in liabilities due to the asset sale. As of the latest report, total assets were valued at approximately $39.7 million with the Company actively engaged in selling carbon credits related to its carbon dioxide sequestration project, which has added $948,000 in revenue. The report emphasizes management's focus on fair presentation of financial results during this transition phase, which reflects adjustments necessary for ongoing financial operations. Revenues for the reported quarter reached approximately $16.1 million, with notable performance improvements indicated in the Company’s financial statements compared to prior periods. Management flagged upcoming risks and commitments in the operational overview, detailing related operational costs and the potential impacts of market volatility on future performance. Overall, the Company is transitioning from traditional operations to new asset-managed strategies following the significant acquisition in early 2025.

Form Type: NT 10-Q

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000135968725000011

Filing Summary: Red Trail Energy, LLC is unable to timely file its quarterly report on Form 10-Q for the period ended December 31, 2024, due primarily to management completing tasks related to a previously announced transaction under an Asset Purchase Agreement with Gevo, Inc. and its subsidiaries. Additionally, the company’s auditor has requested more time for review of the quarterly financials. The expected date for completion of the Form 10-Q filing is on or before February 19, 2025. There is also an anticipated significant change in results of operations, with total revenues down approximately 22.59% from the previous year and an expected net loss of $11,451 compared to a positive net income of $2,160,515 from December 31, 2023.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000135968725000008

Filing Summary: On January 31, 2025, Red Trail Energy, LLC closed a significant transaction with Gevo, Inc. under an Asset Purchase Agreement dated September 10, 2024. This agreement resulted in the sale of substantially all assets of Red Trail Energy for a total purchase price of $210 million, subject to adjustments. The asset sale was previously approved by the Company's members during a Special Meeting on December 5, 2024. Following the sale, Red Trail Energy has ceased operations. The company also terminated or assigned various material contracts and repaid all outstanding loans to its primary lender, Cornerstone Bank. Following the closing, certain personnel changes were made, including the termination of Ryan Weige and a compensation award for CEO Jodi Johnson. Relevant agreements associated with the asset sale include specific terms for indemnification and post-closing obligations, supported by an escrow agreement with initial funds placed by Gevo.

Form Type: 10-K

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: New

Accession Number: 000135968725000002

Filing Summary: Red Trail Energy, LLC is undergoing an acquisition process where they have entered into an Asset Purchase Agreement (APA) with Gevo, Inc. and its subsidiaries. This agreement is set to acquire substantially all of Red Trail Energy's assets and assume certain liabilities for a cash purchase price of $210,000,000. The closing of this acquisition is expected in the first calendar quarter of 2025, pending approvals by a majority of Class A Membership Unit holders and regulatory compliance under the Hart-Scott-Rodino Antitrust Improvements Act. The acquisition signals a significant change for Red Trail Energy, as it will cease its current business operations and have no remaining operating assets post-sale. The affiliated parties, including the board of governors and unit holders, have already shown approval for the transaction, emphasizing its anticipated completion despite the required closing conditions. Furthermore, the document outlines a cash distribution of $0.15 per membership unit declared by the Board for 2023, marking an important fiscal event prior to the acquisition.