STAR PEAK: Financial Obligation – Form 8-K

UNITED STATES

SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of the Securities Exchange Act of 1934

Report Date (Date of First Reported Event): June 30, 2022

BENSON HILL, INC.

(Exact name of the declarant as specified in its charter)

Delaware 001-39835 85-3374823

(state or other jurisdiction of incorporation)

(commission file number)

(IRS employer identification number)

1001 North Warson Rd.

Saint Louis, Missouri63132

(Address of main executive offices)

(314) 222-8218

(Telephone number of holder, including area code)

N / A

(Former name or address, if changed since last report)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

¨

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

¨

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

¨

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trade
Symbol(s)

Name of the exchange on which
registered

Common shares, par value $0.0001 BHIL The New York stock exchange
Warrants exercisable for one common share at an exercise price of $11.50 BHIL WS The New York stock exchange

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of 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).

Growing emerging company X

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ¨

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On June 30, 2022 (the “Borrowing Date”), Benson Hill, Inc. (the “Company”) and its direct or indirect 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 collectively referred to as the “Borrowers”), have entered into a Joint and First Amendment to the Loan Documents (the “Joint and First Amendment”) with Avenue Capital Management II, LP, as administrative agent and collateral agent (the “Agent”); and Avenue Venture Opportunities Fund, LP, Avenue Venture Opportunities Fund II, LP, Avenue Sustainable Solutions Fund, LP, Avenue Global Dislocation Opportunities Fund, LP and Avenue Global Opportunities Master Fund LP (each individually referred to as a “Lender” and all collectively “Lenders”). Consolidation and First Amendment amend the Loan and Security Agreement between Borrowers (other than Benson Hill Ingredients, LLC), Lenders and Agent made on December 29, 2021 (as amended, restated or supplemented from time to another, 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 among the “borrowers” ​​named therein, but with the consent of the agent it was dissolved on March 16, 2022.

In accordance with Junction and the First Amendment:

Benson Hill Ingredients, LLC joined the loan agreement as “borrowers”.

The definition of Gross Margin, which is a component of the stage applicable to the 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 stage applicable to the extension of the maturity date of the Loan from 36 to 42 months, is amended to exclude the financial impact of any “qualified” derivative hedging transactions, where such transactions are “qualified” due to their impact of hedging being of a temporal nature;

The definition of the Conversion Price is changed to the lower of (i) the amount confirmed in that certain Agent’s Proposal to the Company dated June 17, 2022; (ii) in the case of any “commitment to purchase shares” and/or “on the market” or similar transactions which result in the realization by the Company of gross proceeds of $20,000,000 or more in any period of 14 consecutive trading days preceding September 30, 2022, the VWAP for such 14-day period, where VWAP means the volume-weighted average price of the common shares of the Company during the 14 consecutive trading days up to the date applies; and (iii) the effective price per share of any bona fide stock offering closed after June 30, 2022 and before September 30, 2022, and the parties have agreed to the method of calculating the effective price per share of any bona fide stock offering. Good Faith Shares Offering which consists of the sale of units comprised of share capital and warrants; and

The definition of the exercise price is changed to the lower of (i) the amount that was confirmed in this certain proposal from the agent to the company dated June 17, 2022; (ii) in the case of any “commitment to purchase shares” and/or “on the market” or similar transactions which result in the realization by the Company of gross proceeds of $20,000,000 or more in any period of 14 consecutive trading days preceding September 30, 2022, the VWAP for such 14-day period, where VWAP means the volume-weighted average price of the common shares of the Company during the 14 consecutive trading days up to the date applies; and (iii) the effective price per share of any bona fide stock offering closed after June 30, 2022 and before September 30, 2022, and the parties have agreed to the method of calculating the effective price per share of any bona fide stock offering. Good Faith Shares Offering consists of the sale of units comprised of share capital and warrants.

On June 30, 2022, the Borrowers borrowed the total sum of $20.0 million under tranche 2 of the loan agreement. Thus, pursuant to the loan agreement, the lenders have lent the borrowers the total principal amount of $100.0 million, and at that time the outstanding principal balance of the loan described in the loan agreement is $100.0 million. .0 million.

Other material terms of the loan agreement remain in effect as described in the company’s current document. Report on Form 8-K filed January 4, 2022. The above description of the Loan Agreement and 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 under Exhibit 10.1 to the current report on Form 8-K filed January 4, 2022and Consolidation and First Amendment, which are 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 supporting documents.

(d) Exhibits.
Part No. The description
10.1 Joining and First Amendment to the Loan Documents, dated June 30, 2022, by and between the Company, certain direct and indirect wholly-owned subsidiaries of the Company, the Agent and the Lenders
104 Cover Page Interactive Data File (embedded in Inline XBRL document)

Some of the exhibits and attachments to this exhibit have been omitted pursuant to Rule 601(a)(5) and Rule 601(a)(6) SK. The Declarant agrees to provide a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon request.

SIGNATURE

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 duly authorized undersigned.

BENSON HILL, INC.
By:

/s/ Dean Freeman

Financial director
(Chief Financial Officer)

Date: July 7, 2022

Carol N. Valencia