GEVO, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Company will sell the SAF to Delta at a fixed price for the first seven years of the Agreement, subject to adjustment based on the Company's ability to qualify for and maintain certain regulatory emissions standards. Additionally, the parties will share the emissions credits generated in connection with the SAF, subject to certain conditions. Delta will be responsible for certain delivery and blending costs and will also be responsible for certain credit support obligations, subject to its then-current credit rating.
The parties' obligations to supply and purchase, as applicable, the Minimum Annual Quantity begin on the Commencement Date (as defined below), continue until the five-year anniversary of the Commencement Date and automatically renew for an additional two-year period unless either the Company or Delta elects to terminate an applicable Location Agreement as of the five-year anniversary of the Commencement Date upon six months' prior notice of such election.
The party's obligations to sell and purchase, as applicable, the SAF are conditioned upon, among other things, (i) the Company obtaining financing to construct the Expanded Facility; (ii) the Company obtaining required governmental authorizations; (iii) the Expanded Facility achieving commercial operation and the ability to produce and deliver the SAF purchased pursuant to the Agreement (the date on which the Expanded Facility achieves such capability referred to as the "Commencement Date"); and (iv) the Expanded Facility actually producing SAF following the Commencement Date.
In addition to each party's right to terminate the Agreement in connection with
the five-year anniversary of the Agreement, either party may terminate a
Location Agreement in the event the Company withdraws its operations from, or
Delta ceases its operation at, any location mentioned in a Location Agreement.
Each party also has the right to terminate the Agreement and/or any Location
Agreement upon an event of default, subject to applicable cure periods. In
addition, Delta may terminate the Agreement (i) if the Commencement Date has not
occurred by
The Agreement also contains customary representations, warranties, covenants, insurance and confidentiality provisions, and also contains mutual indemnification obligations.
The foregoing description of the Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements relate to a variety of matters, including, without
limitation, statements related to the Agreement between the Company and Delta,
the Company's ability to produce the SAF contemplated by the Agreement, the
Company's ability to finance and construct the Expanded Facility contemplated by
the Agreement on the anticipated timing, or at all, the Company's business plans
and other statements that are not purely statements of historical fact. These
forward-looking statements are made on the basis of the current beliefs,
expectations and assumptions of the management of the Company and are subject to
significant risks and uncertainty. Investors are cautioned not to place undue
reliance on any such forward-looking statements. All such forward-looking
statements speak only as of the date they are made, and the Company undertakes
no obligation to update or revise these statements, whether as a result of new
information, future events or otherwise. Although the Company believes that the
expectations reflected in these forward-looking statements are reasonable, these
statements involve many risks and uncertainties that may cause actual results to
differ materially from what may be expressed or implied in these forward-looking
statements. For a further discussion of risks and uncertainties that could cause
actual results to differ from those expressed in these forward-looking
statements, as well as risks relating to the business of the Company in general,
see the risk disclosures in the Company's Annual Report on Form 10-K for the
year ended
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1† Fuel Sales Agreement, dated as ofDecember 11, 2019 , by and between the Company and Delta Air Lines, Inc. † Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
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