Item 1.01. Entry into a Material Definitive Agreement.
On April 15, 2021, the Iowa Finance Authority (the "Authority") issued an
aggregate principal amount of $68,155,000 of its Solid Waste Facility Revenue
Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green
Bonds) (the "Bonds") in a public offering for the benefit of Gevo NW Iowa RNG,
LLC (the "Company"), a subsidiary of Gevo, Inc. ("Gevo"). The Bonds initially
bear interest at the rate of 1.50% per annum during the Initial Term Rate Period
(as defined in the hereinafter defined Indenture), payable semi-annually on
January 1 and July 1 of each year, commencing on July 1, 2021, mature on January
1, 2042, and are subject to mandatory tender for purchase and optional
redemption pursuant to the terms of the Indenture.
The Bonds were issued under a Trust Indenture, dated as of April 1, 2021 (the
"Indenture"), between the Authority and Citibank, N.A., as trustee (the
"Trustee"). The principal of and the interest on the Bonds is payable solely
from (i) payments to be made by the Company to the Trustee pursuant to a
separate financing agreement, dated as of April 1, 2021 (the "Bond Financing
Agreement"), between the Company and the Authority, (ii) all moneys received by
the Authority or the Trustee in respect of payment of the loan of the proceeds
of the Bonds from the Authority to the Company pursuant to the Bond Financing
Agreement, (iii) all moneys and investments in the "Bond Fund" established and
maintained by the Trustee pursuant to the Indenture, including without
limitation moneys received by the Trustee pursuant to the Letter of Credit (as
defined below), (iv) all moneys and investments in the "Project Fund"
established and maintained by the Trustee pursuant to the Indenture from
proceeds of the sale of the Bonds, and (v) all income and profit from the
investment of the foregoing moneys, excluding any payments received by the
Authority pursuant to rights of the Authority to receive certain additional
payments and reimbursements of expenses as set forth in the Bond Financing
Agreement. Pursuant to the Bond Financing Agreement, the proceeds of the Bonds
will be loaned to the Company (1) to finance in part the construction of the
biogas facility to be developed, designed, constructed, owned and operated by or
on behalf of the Company, which is comprised of (A) three anaerobic digesters
and related equipment situated on dairy farms located in Northwest Iowa that
will produce partially conditioned raw biogas from cow manure, (B) gathering
pipelines to transport biogas to a centrally located gas upgrade system, (C) a
centrally located gas upgrade system located in Doon, Iowa that will upgrade
biogas to pipeline quality natural gas and interconnect to Northern Natural Gas'
interstate pipeline and (D) other related improvements, (2) to capitalize a
portion of the interest due on the Bonds during the Initial Term Rate Period to
be used to reimburse the Credit Facility Provider (as defined below) for
interest draws on the Letter of Credit during such period, and (3) to pay a
portion of the costs of issuing the Bonds.
On April 15, 2021, Gevo obtained a letter of credit (the "Letter of Credit")
from Citibank, N.A., in its capacity as credit facility provider (the "Credit
Facility Provider"), pursuant to the terms of a letter of credit reimbursement
agreement dated as of April 1, 2021 (the "Reimbursement Agreement"), between
Gevo and the Credit Facility Provider. The Letter of Credit will permit the
Trustee to draw thereon in accordance with its terms in amounts sufficient to
pay the principal and purchase price of the Bonds and up to 203 days' interest
on the Bonds. Pursuant to the terms of the Reimbursement Agreement, Gevo is
obligated to reimburse the Credit Facility Provider for amounts drawn under the
Letter of Credit. It is expected that payments of the principal of and interest
on the Bonds, and the purchase price of Bonds that are tendered for mandatory
purchase and not remarketed, will be made by draws on the Letter of Credit. Gevo
has pledged and assigned cash to the Credit Facility Provider as security for
the reimbursement obligations of Gevo pursuant to the Reimbursement Agreement in
an amount equal to the principal amount of the Bonds plus three years of
interest payments on the Bonds.
The Indenture, the Reimbursement Agreement and the Bond Financing Agreement were
all executed and delivered on April 15, 2021 in connection with the issuance of
the Bonds. The foregoing descriptions of the Indenture, Bond Financing Agreement
and Reimbursement Agreement do not purport to be complete and are subject to,
and qualified in their entirety by, the full text of such documents. Copies of
the Bond Financing Agreement and the Reimbursement Agreement are attached hereto
as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is hereby incorporated by reference into
this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On April 15, 2021, the Company issued a press release announcing that the
Authority issued and sold the Bonds in a public offering for the benefit of the
Company. A copy of the press release is furnished as Exhibit 99.1 hereto.
In accordance with General Instruction B.2. of Form 8-K, the information
contained in this Item 7.01 and Exhibit 99.1 is being furnished under Item 7.01
of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1034, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall such information and
exhibit be incorporated by reference into any filing under the Securities Act of
1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Bond Financing Agreement, dated as
of April 1, 2021, by and between Gevo
NW Iowa RNG, LLC and the Iowa Finance
Authority.
10.2* Letter of Credit Reimbursement
Agreement, dated as of April 1, 2021,
by and between Gevo, Inc. and
Citibank, N.A.
99.1 Press Release, dated as of April
15, 2021.
* Confidential portions of the exhibit have been redacted from the filed version
of the exhibit and are marked with a [***]
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