Advanced Biofuels


Gevo Stockholders Approve Whitebox Debt Exchange

Date Posted: June 16, 2017

Englewood, CO - June 16, 2017 - Gevo, Inc. (NASDAQ:GEVO), announced today that stockholders approved the potential issuance of more than 19.99% of Gevo’s outstanding common stock upon conversion of, or related to, the Company’s newly created 12.0% Convertible Senior Secured Notes due 2020 (the “2020 Notes”), at the Company’s Annual Meeting of Stockholders held yesterday.

This approval clears the way for WB Gevo, Ltd. (“Whitebox”), the holder of the Company’s issued and outstanding Senior Secured Convertible Notes, due June 23, 2017 (the “2017 Notes”), to exchange (the “Exchange”) all $16.5 million of the existing 2017 Notes for $16.5 million of the Company’s 2020 Notes.

The Exchange is expected to close on June 20, 2017.

As previously disclosed, the key terms of the 2020 Notes are as follows:

• Maturity Date: The 2020 Notes will mature on March 15, 2020.

• Interest: The 2020 Notes will accrue interest at 12% per annum, with 10% payable in cash and 2% payable as Payment in Kind (“PIK”) interest. The PIK interest is paid by increasing the principal amount of the 2020 Notes by the amount of PIK interest due.

• Conversion and Conversion Price: The 2020 Notes are convertible, at the option of the holders, into shares of the Company’s common stock. The 2020 Notes will have an initial conversion price (the “Conversion Price”) equal to the lesser of (i) $1.196 per share, or (ii) a premium of 15% to the closing price of the Company’s common stock on the date of the Exchange.

• Conversion Price Reset and Adjustments: Upon completion of certain equity issuances by the Company, the holders will have a one-time right to reset the Conversion Price (i) in the first 90 days following the Exchange, at a 25% premium to the common stock price in the equity issuance and (ii) after 90 and within 180 days following the Exchange, at a 35% premium to the common stock share price in the equity issuance.

• Holder Option: The holders have an option, subject to certain conditions, to purchase up to an additional $5.0 million aggregate principal amount of 2020 Notes within 90 days of the closing of the exchange contemplated by the Exchange and Purchase Agreement with Whitebox.

A Current Report on Form 8-K was filed on April 20, 2017, with the U.S. Securities and Exchange Commission that contains a more detailed description of the terms of the Exchange and Purchase Agreement with Whitebox, the Exchange and the 2020 Notes and will include a copy of the Exchange and Purchase Agreement with Whitebox and the form of indenture pursuant to which the 2020 Notes would be issued.

For more information, please contact David Rodewald at 805-494-9508 or gevo@davidjamesagency.com

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