Gevo, Inc. (NASDAQ:GEVO) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

As previously announced, on April19, 2017, Gevo, Inc. (the
Company) entered into an Exchange and Purchase Agreement (the
Purchase Agreement) with the holders (the Holders) of the
Companys 10.0% Convertible Senior Secured Notes due 2017 (the
2017 Notes), which were issued under that certain Indenture dated
as of June6, 2014, by and among the Company, Wilmington Savings
Fund Society, FSB, as trustee and as collateral trustee, and the
Company and its subsidiaries, as supplemented (the Existing
Indenture), and Whitebox Advisors LLC, in its capacity as
representative of the Holders (Whitebox). to the terms of the
Purchase Agreement, the Holders, subject to certain conditions,
including approval of the transaction by the Companys
stockholders (which was received on June15, 2017), agreed to
exchange all of the outstanding principal amount of the 2017
Notes for an equal principal amount of the Companys newly created
12.0% Convertible Senior Secured Notes due 2020 (the 2020 Notes),
plus an amount in cash equal to the accrued and unpaid interest
(other than interest paid in kind) on the 2017 Notes (the
Exchange). to the Purchase Agreement, the Company also granted
the Holders an option (the Purchase Option) to purchase up to an
additional aggregate principal amount of $5.0million of 2020
Notes (the Option Notes), at a purchase price equal to the
aggregate principal amount of such Option Notes purchased, having
identical terms (other than with respect to the issue date and
restrictions on transfer relating to compliance with applicable
securities law) to the 2020 Notes issued, at any time on or
within ninety (90)days of the closing of the Exchange. On June20,
2017, the Company completed the Exchange, terminated the Existing
Indenture and cancelled the 2017 Notes, In addition, the Company
entered into an Indenture by and among the Company, the
guarantors named therein (the Guarantors) and Wilmington Savings
Fund Society, FSB, as trustee and as collateral trustee (the
Indenture), to which the Company issued the 2020 Notes.

The 2020 Notes will mature on March15, 2020. The 2020 Notes bear
interest at a rate equal to 12% per annum (with 2% payable as PIK
Interest (as defined and described below)), payable on
March31,June30,September30, and December31 of each year. Under
certain circumstances, the Company will have the option to pay a
portion of the interest due on the 2020 Notes by either
(a)increasing the principal amount of the 2020 Notes by the
amount of interest then due or (b)issuing additional 2020 Notes
with a principal amount equal to the amount of interest then due
(interest paid in the manner set forth in (a)or (b) being
referred to as PIK Interest). In the event the Company pays any
portion of the interest due on the 2020 Notes as PIK Interest,
the maximum aggregate principal amount of 2020 Notes that could
be convertible into shares of the Companys common stock will be
increased. Additional shares of the Companys common stock may
also become issuable to the 2020 Notes in the event the Company
is required to make certain make-whole payments as provided in
the 2020 Notes Indenture.

The 2020 Notes are convertible into shares of the Companys common
stock, subject to certain terms and conditions. The initial
conversion price of the 2020 Notes is equal to $0.7359 per share
of common stock, or 1.3589 shares of common stock per $1
principal amount of 2020 Notes (the Conversion Price). In
addition, upon certain equity financing transactions by the
Company, the Holders will have a one-time right to reset the
Conversion Price (the Reset Provision) (i) in the first ninety
(90)days following the Exchange Date, at a 25% premium to the
common stock price in the equity financing and (ii)after ninety
(90)and to and including one hundred eighty (180)days following
the closing of the Exchange, at a 35% premium to the common stock
share price in the equity financing. Following an exercise of the
Reset Provision, the Holders will also have a right to consent to
certain equity financings by the Company during the one hundred
eighty (180)days following the closing of the Exchange.

Each Holder has agreed not to convert its 2020 Notes into shares
of Company common stock to the extent that, after giving effect
to such conversion, the number of shares of common stock
beneficially owned by such Holder and its affiliates would exceed
4.99% of Company common stock outstanding at the time of such
conversion (the 4.99% Ownership Limitation); provided that a
Holder may, at its option and upon sixty-one (61)days prior
notice to the Company, increase such threshold to 9.99% (the
9.99% Ownership Limitation). If a conversion of 2020 Notes by
Whitebox would exceed the 4.99% Ownership Limitation or the 9.99%
Ownership Limitation, as applicable, the Purchase Agreement
contains a provision granting the holder a fully funded prepaid
warrant for such common stock with a term of nine months, subject
to a 6 month extension, which it can draw down from time to time.

Other than as set forth in the Reset Provision, the 2020 Notes
will not contain any anti-dilution adjustments for future equity
issuances that are below the Conversion Price, and adjustments to
the Conversion Price would only generally be made in the event
that there is a dividend or distribution paid on shares of the
Companys common stock, a subdivision, combination or
reclassification of the Companys common stock, or at the
discretion of the Board of the Company in limited circumstances
and subject to certain conditions.

The 2020 Notes are secured by a lien on substantially all of the
assets of the Company and the Guarantors, including intellectual
property and real property, and is guaranteed by the Guarantors.

The Indenture contains customary affirmative and negative
covenants for agreements of this type and events of default,
including, restrictions on disposing of certain assets, granting
or otherwise allowing the imposition of a lien against certain
assets, incurring certain amounts of additional indebtedness,
making investments, acquiring or merging with another entity, and
making dividends and other restricted payments, unless the
Company receives the prior approval of the required holders. The
Indenture also contains limitations on the ability of the holder
to assign or otherwise transfer its interest in the 2020 Notes.

In connection with transactions described above, on June20, 2017,
the Company also entered into a Registration Rights Agreement
(the Registration Rights Agreement), to which the Company agreed
to file a registration statement registering the shares
underlying the Option Notes or issuable relating to the Option
Notes within the date that is the earlier of thirty-five
(35)calendar days (if all of the Registrable Securities (as
defined in the Registration Rights Agreement) are to be
registered on a Form S-3) or forty-five (45)days
(if all of the Registrable Securities are to be registered on a
Form S-1), in each case after (i)the Option Closing Date (as
defined in the Purchase Agreement), if the Purchase Option is
exercised in full and (ii)ninety (90) days after the Exchange
Date if the Purchase Option is partially exercised.