UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 30, 2022
BENSON HILL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39835 | | 85-3374823 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1001 North Warson Rd.
St. Louis, Missouri 63132
(Address of principal executive offices)
(314) 222-8218
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol(s) | | Name of exchange on which
registered |
| Common stock, $0.0001 par value | | BHIL | | The New York Stock Exchange |
| | | | | |
| Warrants exercisable for one share of common stock at an exercise price of $11.50 | | BHIL WS | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 30, 2022 (the “Borrowing Date”), Benson Hill, Inc. (the “Company”) and its directly or indirectly wholly-owned subsidiaries Benson Hill Holdings, Inc., BHB Holdings, LLC, DDB Holdings, Inc., Dakota Dry Bean Inc., Benson Hill Ingredients, LLC, Benson Hill Seeds Holding, Inc., Benson Hill Seeds, Inc., Benson Hill Fresh, LLC, J&J Produce, Inc., J&J Southern Farms, Inc., and Trophy Transport, LLC (the Company and such subsidiaries are each individually referred to as a “Borrower” and are all collectively referred to as the “Borrowers”), entered into a Joinder and First Amendment to Loan Documents (the “Joinder and First Amendment”) with Avenue Capital Management II, L.P., as administrative agent and collateral agent (the “Agent”); and Avenue Venture Opportunities Fund, L.P., Avenue Venture Opportunities Fund II, L.P., Avenue Sustainable Solutions Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P., and Avenue Global Opportunities Master Fund LP (each individually referred to as a “Lender” and all collectively as the “Lenders”). The Joinder and First Amendment amends the Loan and Security Agreement among the Borrowers (other than Benson Hill Ingredients, LLC), the Lenders, and Agent entered into December 29, 2021 (as amended, restated, or supplemented from time to time, the “Loan Agreement”), which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 4, 2022.
Benson Hill Fresh Holdings, LLC had been a party to the Loan Agreement as among the “Borrowers” named therein, but with the consent of Agent was dissolved on March 16, 2022.
Pursuant to the Joinder and First Amendment:
| • | Benson Hill Ingredients, LLC joined in the Loan Agreement as among the “Borrowers.” |
| • | The definition of Gross Margin, which is a component of the milestone applicable to extension of the interest-only period of the Loan from 12 to 24 months from the initial closing and which is a component of the milestone applicable to extension of the maturity date of the Loan from 36 to 42 months, is amended to exclude the financial impact from any “qualified” derivative hedging transactions, where such transactions are “qualified” by reason of the hedging impact thereof being temporal in nature; |
| • | The definition of Conversion Price is amended to the lowest of (i) such amount as was confirmed in that certain Proposal from the Agent to the Company dated June 17, 2022; (ii) in the case of any “equity purchase commitments” and/or “at-the-market” or similar transactions which result in the realization by the Company of gross proceeds of $20,000,000 or more over any period of 14 consecutive Trading Days prior to September 30, 2022, the VWAP for such 14 day period, where VWAP means the volume-weighted average price of the Company’s Common Stock for the 14 consecutive trading days through and including the applicable date; and (iii) the effective price per share of any bona fide equity offering which closes after June 30, 2022 and prior to September 30, 2022, and the parties agreed upon the methodology for calculation of the effective price per share of any bona fide equity offering which consists of the sale of units consisting of capital stock and warrants; and |
| • | The definition of Exercise Price is amended to the lowest of (i) such amount as was confirmed in that certain Proposal from the Agent to the Company dated June 17, 2022; (ii) in the case of any “equity purchase commitments” and/or “at-the-market” or similar transactions which result in the realization by the Company of gross proceeds of $20,000,000 or more over any period of 14 consecutive Trading Days prior to September 30, 2022, the VWAP for such 14 day period, where VWAP means the volume-weighted average price of the Company’s Common Stock for the 14 consecutive trading days through and including the applicable date; and (iii) the effective price per share of any bona fide equity offering which closes after June 30, 2022 and prior to September 30, 2022, and the parties agreed upon the methodology for calculation of the effective price per share of any bona fide equity offering which consists of the sale of units consisting of capital stock and warrants. |
On June 30, 2022, the Borrowers borrowed the aggregate sum of $20.0 million under Tranche 2 of the Loan Agreement. Thus, pursuant to the Loan Agreement the Lenders have loaned to the Borrowers the aggregate principal sum of $100.0 million, and at this time the unpaid principal balance of the loan described in the Loan Agreement is $100.0 million.
The other material terms of the Loan Agreement remain effective as described in the Company’s Current Report on Form 8-K filed on January 4, 2022. The foregoing description of the Loan Agreement and the Joinder and First Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Loan Agreement, which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 4, 2022, and the Joinder and First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 601(a)(6). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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.
| | BENSON HILL, INC. |
| | |
| | By: | /s/ Dean Freeman |
| | | Chief Financial Officer |
| | | (Principal Financial Officer) |
Date: July 7, 2022
