Creates a leading publicly traded sustainable food technology company developing better tasting, more nutritious, sustainable and affordable ingredient and food choices
CropOS® technology platform empowers the Company to bring seed to fork innovations to fuel the rapidly growing plant-based food revolution
Transaction generates approximately $320 million in gross proceeds for Benson Hill
Benson Hill's common stock expected to begin trading on the NYSE under symbol "BHIL" today, September 30, 2021
ST. LOUIS, Sept. 30, 2021 /PRNewswire/ -- Benson Hill, Inc. ("Benson Hill" or the "Company"), a food technology company unlocking the natural genetic diversity of plants with its cutting-edge food innovation engine, today announced the completion of its previously announced business combination with Star Peak Corp II (NYSE: STPC) ("Star Peak"). Concurrent with the closing, Star Peak changed its name to "Benson Hill, Inc." Benson Hill's common stock and warrants are expected to commence trading on the New York Stock Exchange under the ticker symbols "BHIL" and "BHIL.WS," respectively, on September 30, 2021.
"Completing the business combination with Star Peak is a critical milestone on our journey to leverage our CropOS® technology platform and our integrated business model to build a healthier and climate resilient food system," said Matt Crisp, Chief Executive Officer of Benson Hill. "I am proud of the work accomplished by our great team at Benson Hill and the unwavering commitment from our investors and other stakeholders across the food value chain."
"We are ready to begin the next phase of our growth with an expanded shareholder base. Since announcing this transaction, we have continued to build momentum and are taking bold and innovative actions to be the 'picks and shovels' of the rapidly growing plant-based food revolution. This event provides Benson Hill with more resources to deliver on our acceleration plan to shape the future of food with more sustainable, nutritious and affordable food choices for consumers."
Mike Morgan, Chairman of Star Peak, commented, "We are excited to complete this business combination with Benson Hill, a category-defining food-tech company that's the first of its kind to go public. With its CropOS® food innovation engine, well-capitalized balance sheet and pure-play ESG investment characteristics, Benson Hill is ideally positioned for rapid growth as it powers the plant-based food revolution and plays a near-term foundational role in meeting the fast-growing demand for plant-based meat alternatives. We look forward to our continued partnership with Matt and the exceptional Benson Hill team to drive significant long-term value for all stakeholders."
Transaction Overview
The business combination was unanimously approved by Star Peak's board of directors and approved by Star Peak stockholders at a Special Meeting on September 28, 2021.
The transaction provides approximately $319 million in gross proceeds to the Company including $94 million of cash from Star Peak's former trust account and $225 million of cash from an oversubscribed and upsized fully committed common stock PIPE. Benson Hill intends to use the proceeds from the transaction to provide balance sheet strength and flexibility to attack large and growing domestic and international markets, extend leadership position and commercial scale in plant-based ingredients, invest in additional proprietary data for CropOS®, expand product portfolio, and build synergistic channels and partnerships to accelerate growth and profitability. All of Benson Hill's shareholders have rolled 100% of their ownership stakes into the new company.
Benson Hill's current leadership team will lead the combined company, with Matt Crisp continuing as CEO. The newly combined company plans to expand its Board of Directors beginning with the appointment of Craig Rohr, Senior Managing Director at Magnetar Capital, a leading alternative asset manager with members serving as Star Peak Corp II's sponsor.
Recent Results Demonstrate Strong Momentum Across Key Growth Initiatives
* Acquired soybean crushing facility from Rose Acre Farms enabling commercialization and scaling of Benson Hill's Ultra-High Protein soybean ingredients through the Company's integrated business model;
* Achieved strong financial results with a 28%, quarter-over-quarter, increase in Q2 2021 revenues to $39.7 million, an increase of 47% on a normalized basis1. Revenue growth in the Ingredient Segment was 28% to $23 million and increased 64% on a normalized basis1. The Company is beginning to commercialize a portfolio of proprietary soybean seeds and products that are higher in protein, have the benefits of omega-9 fatty acids, and low anti-nutrients;
* Delivered 133% growth in proprietary soybean acres – 70,000 contracted acres for 2021 crop year exceeded target of 60,000 acres;
* Launched advanced yellow pea breeding and commercialization program, shortening the development cycle for proprietary genomic innovation in one of the fastest growing protein sources for plant-based meat alternatives;
* Launched the Food System Innovators program, expanding collaboration with farmers to leverage advanced innovative technologies and optimize outcomes using the Company's proprietary CropOS® platform;
* Crop Accelerator on track to open by the end of 2021, which is expected to enable breeding cycle times up to two times faster than traditional cropping methods.
1 Benson Hill sold a non-core barley business in late 2020, which generated revenues of $4 million in Q2'2020. See the Company's second quarter earnings press release (Q2 Earnings Release) for more details..
Food Made Better from the Beginning
* Food technology leader: Benson Hill is a category-defining company unlocking the natural genetic diversity of plants to lead the plant-based food revolution for more nutritious, sustainable and affordable food and ingredient choices.
* Proprietary CropOS® platform: Combines artificial intelligence (AI), data analytics and a variety of advanced breeding techniques with data science, plant science and food science to deliver new crops optimized for nutrition, flavor and yield, with the potential to shave years off the traditional crop breeding process.
* Integrated business model: Starting with the seed and then working with farmers and food supply chain partners to commercialize and broadly scale food and ingredients that meet consumer demand for more wholesome and sustainable food choices.
Advisors
Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC served as joint financial advisors and capital markets advisors to Star Peak and as co-placement agents on the PIPE offering. Kirkland & Ellis LLP served as legal advisor to Star Peak. Barclays served as exclusive financial advisor and capital markets advisor to Benson Hill, as well as co-placement agent on the PIPE offering. Winston & Strawn LLP served as legal advisor to Benson Hill.
About Benson Hill
Benson Hill moves food forward with the CropOS® platform, a cutting-edge food innovation engine that combines data science and machine learning with biology and genetics. Benson Hill empowers innovators to unlock nature's genetic diversity from plant to plate, with the purpose of creating nutritious, great-tasting food and ingredient options that are both widely accessible and sustainable. More information can be found at bensonhill.com or on Twitter at @bensonhillinc.
Forward-Looking Statements
Certain statements in this press release may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 2) costs related to the business combination; 3) the ability to maintain NYSE listing standards; 4) the Company's ability to execute its business plans; 5) the Company's transition to becoming a public company including the associated expenses and the impact of public financial and other disclosures on its negotiations and arrangements with key counterparties; 6) changes in applicable laws or regulations; 7) the possibility that the Company may be adversely affected by other economic, business and/or competitive factors; 8) the impact of the COVID-19 pandemic and its effect on business and financial conditions; and 9) other risks and uncertainties set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Company's filings with the Securities and Exchange Commission ("SEC"), which are available on the SEC's website at www.sec.gov. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not undertake any duty to update these forward-looking statements, except as otherwise required by law.
Use of Non-GAAP Financial Measures
In this press release, the Company includes normalized revenues and normalized ingredients revenues, which are non-GAAP performance measures that the Company uses to supplement its results presented in accordance with U.S. GAAP. As required by the rules of the SEC, the Company has provided herein a reconciliation of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP. The Company's management believes normalized revenues and normalized ingredients revenues are useful in evaluating its operating performance. By providing this non-GAAP measure, the Company's management intends to provide investors with a meaningful, consistent comparison of the Company's revenues for the periods presented. Neither normalized revenues nor normalized ingredients revenues are intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. The Company defines and calculates normalized revenues as revenues less revenues attributable to the Company's non-core barley business, which was sold in late 2020. The Company defines and calculates normalized ingredients revenues attributable to its ingredients segment less revenues attributable to the Company's non-core barley business, which was sold in late 2020.
Benson Hill, Inc.
Reconciliation of GAAP Revenues to non-GAAP Normalized Revenues
(Unaudited, in thousands)
Three Months Ended June 30
2021
2020
Percent
Change
Revenues
$
39,692
$
31,028
27.9%
Less non-core Barley Operations
-
(4,000)
Normalized Revenues
$
39,692
$
27,028
46.9%
Benson Hill, Inc.
Reconciliation of GAAP Ingredient Segment Revenues to non-GAAP Normalized
Ingredient Segment Revenues
(Unaudited, in thousands)
Three Months Ended June 30
2021
2020
Percent
Change
Ingredient Segment Revenues
$
22,724
$
17,819
27.5%
Less non-core Barley Operations
-
(4,000)
Normalized Ingredient Segment Revenues
$
22,724
$
13,819
64.4%
In October 2020, Benson Hill sold a non-core barley operation.
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