GS CleanTech to Take GS AgriFuels Private
Thursday December 27, 9:03 am ET
Transaction Will Mark Completion of GreenShift's Restructuring
NEW YORK--(BUSINESS WIRE)--GS CleanTech Corporation (OTC Bulletin Board: GSCL - News) and its majority-held subsidiary, GS AgriFuels Corporation (OTC Bulletin Board: GSGF - News), today announced GS CleanTech’s plan to transfer its interest in the capital stock of GS AgriFuels to a new wholly-owned subsidiary of GS CleanTech. After the transfer, the new GS CleanTech subsidiary will merge GS AgriFuels into itself in accordance with the short-form merger procedures provided in Section 253 of the Delaware General Corporation Law. All non-affiliated minority shareholders of GS AgriFuels will receive a cash payment of $0.50 per share as a result of the merger and will thereafter cease to be shareholders of GS AgriFuels. GS AgriFuels will, therefore, cease to be a public company at the conclusion of these transactions.
The completion of these transactions is subject to the consent of GS CleanTech’s and GS AgriFuels’ senior creditor, YA Global Investments, L.P. (“Global”). GS CleanTech expects to obtain this consent in the near term, based on recent favorable discussions with Global. If the consent is obtained by early January, GS CleanTech expects that it will declare a definitive date for the merger during January 2008, and that it will complete both the merger and the cash distribution within the first 6-8 weeks of 2008.
The short-form merger of GS AgriFuels will be part of a series of transactions that GS CleanTech expects to complete in the next few weeks, involving the restructuring of GS CleanTech’s existing debt and the closing of new financing to support the ongoing construction and operation of GS CleanTech’s various corn oil extraction systems.
Background on GS AgriFuels Transaction
Ed Carroll, GS AgriFuels’ chief financial officer, said that “We have been burning too much cash at the corporate level administering multiple public entities. We believe that taking GS AgriFuels private, along with the other restructuring steps we have taken during the past 60 days, will significantly reduce corporate overhead, while streamlining our operations and alleviating the confusion that our multiple entities cause to both our clients and our shareholders.”
Kevin Kreisler, chairman of GS CleanTech and GS AgriFuels, added: “The elimination of confusion has been a chief goal of our restructuring, as minority shareholders in each company have expressed concerns regarding the relationship between GS CleanTech and GS AgriFuels.”
In late 2006, GS AgriFuels acquired NextGen Fuel, Inc. (“NextGen”), a development stage company that had developed proprietary and patent-pending technologies for the high efficiency transesterification of qualified oils and fats into biodiesel. While the NextGen reactor is an elegant, robust and proven technology, upstream and downstream processes are required to prepare targeted oils and fats before reaction and to purify the fuel after reaction. GS CleanTech’s engineers have either redesigned or designed nearly all of the upstream and downstream processes used in conjunction with the NextGen reactor today. Moreover, since NextGen never had its own engineering, manufacturing, installation, commissioning or any other technical staff after the acquisition, GS CleanTech’s engineering and manufacturing teams have conducted virtually all of NextGen’s operations since early 2007. Significantly, GS CleanTech’s staff is directly responsible for GS AgriFuels’ third quarter profits.
Kreisler continued: “The degree to which GS CleanTech’s and GS AgriFuels’ operations are integrated and the extent to which GS AgriFuels relies on GS CleanTech’s engineers raises issues for the GS CleanTech shareholders that must be resolved. After reviewing a variety of alternatives, we concluded that the most equitable way to resolve these issues is for GS CleanTech to take GS AgriFuels private for fair value.”
“We also believe that the combined benefit of GS AgriFuels’ and GS CleanTech’s commercialized technologies will be more effectively realized and translated into increased shareholder wealth by taking GS AgriFuels private. Once this transaction is completed, the value proposition presented by GS CleanTech’s various biofuels technologies and operations will no longer be diluted and spread across multiple publicly listed entities – it will be concentrated in one company: GS CleanTech.”
Completion of Restructuring
The completion of the short-form merger will mark the completion of GreenShift’s accelerated restructuring.
Kreisler concluded: “We are producing cash flows today with technologies that were not in the field a year ago, and our growth rates of sales and earnings show that we can build an extremely exciting and profitable company. With the completion of our restructuring, we believe that our capital structure is now primed to accurately reflect the market value of what we are building and to enhance value for all of our shareholders. We will face considerable risks moving forward as we continue to scale our operations, but we have a strong foundation and I am confident that our team can make a significant contribution to the nation’s efforts to increase the utilization of biofuels.”
A summary of the impact on GS CleanTech of the GS AgriFuels short-form merger as well as other recently completed transactions follows:
New Name GS CleanTech is changing its name to GreenShift, which change is expected to become effective early in February 2008. Once its name change to GreenShift is effective, all of GS CleanTech's technology-centric products and services will be sold under the GreenShift brand.
Operations GS CleanTech now holds the principal assets formerly held by GreenShift Corporation (OTC Bulletin Board: GSHF - News). GS CleanTech will adopt GSHF's business model moving forward, and will develop and support clean technologies and companies that enhance resource utilization by targeting and leveraging co-product extraction, beneficiation and refining opportunities. GS CleanTech will also focus on developing the partnerships and other resources required to bring its technologies to market.
Subsidiaries After the short-form merger, GS CleanTech's operations will be administered through the following subsidiaries:
Subsidiary
Operations
GS Ethanol Technologies, Inc. (Private) Corn Oil Extraction & Process Engineering
GS AgriFuels Corporation (Private) Oilseed Crushing & Biodiesel Production Equipment
GS EnviroServices, Inc. (OTC Bulletin Board: GSEN - News) Diversified Environmental Services
GS Energy Corporation (OTC Bulletin Board: GSEG - News) Manufacturing & Emerging Technology R&D
Share Structure GS CleanTech's pro forma December 31, 2007 share structure is provided here:
Shares % of Total
Authorized Common Shares 500,000,000 --
Authorized Preferred Shares 1,000,000 --
Issued and Outstanding Preferred Shares 0 0.00%
Issued and Outstanding Common Shares (fully diluted) 140,000,000 100.00%
Public Float 30,800,000 22.20%
Profitable GS CleanTech's new operations collectively generated revenues and net income for the three months ended September 30, 2007 of about $14,519,000 and $1,047,000, respectively.
Historical Growth GS CleanTech's consolidated sales on a pro forma historical basis exceeded $25 million and about $11 million for the nine months ended September 30, 2007 and six months ended June 30 2007, respectively, meaning that GS CleanTech's new operations more than doubled their year-to-date sales during the third quarter.
Key Developments The following is a summary of the key recent accomplishments of GS CleanTech's new operations:
Commercialization of Technology. The Company brought its patent-pending corn oil extraction and biodiesel technologies from the bench and into the field where the Company is currently executing its go-to-market strategy for each. The Company has other technologies in the queue that can be expected to follow suit: biomass gasification technology for heat, power and liquid fuels applications and our bioreactor technologies.
Acquisition of Rights to Corn Oil Supply. The Company executed agreements for the extraction and purchase of more than 50 million gallons of crude corn oil per year for a minimum of ten years at prices that are indexed to diesel spot prices. The existing and under-construction corn ethanol production in the U.S. corresponds to more than a 700 million gallon per year corn oil extraction opportunity. The Company’s initial penetration goal is to secure long-term extraction rights to 150 million gallons of corn oil.
Installation and Start-up of Corn Oil Extraction Systems. The Company has installed three corn oil extraction systems to date, one of which is the Company’s 100% owned Oshkosh system, which is located at Utica Energy, LLC’s 50 million gallon per year Delta-T dry mill corn ethanol facility. This system is producing oil at yields that correspond to 1.5 million gallons per year and about $1.125 million per year in contribution margin. The Company has completed engineering and is purchasing the long-lead time and other components for 7 additional systems corresponding to more than another 10.5 million gallons per year of extracted corn oil. These systems are scheduled for installation at a number of different ethanol facilities during the first 6 months of 2008. The Company is financing these deployments with its cash flows and a form of mezzanine project financing (not equity) that GS CleanTech expects to close in the immediate term.
Advance Payment on Corn Oil Supply. The Company pre-sold one year’s worth of ten million gallons of corn oil to one of the Company’s NextGen clients and we intend to start regularly processing corn oil from the Company’s Oshkosh system at this client’s NextGen-based facility in the immediate term.
Sales of Biodiesel Production Equipment. The Company executed a number of contracts to sell NextGen biodiesel production systems to various third party clients. The Company’s backlog of sales of NextGen biodiesel production systems currently exceeds $30 million. The Company’s pipeline of sales prospects corresponds to potential additional sales well in excess of this amount.
Installation and Commissioning of Biodiesel Facilities Based on NextGen Technology. The Company recently commissioned two facilities based on NextGen biodiesel technology. The first was a 5 million gallon per year facility in Middletown, Indiana (www.e-biofuels.com) and the second a 10 million gallon per year facility in Adrian, Michigan (www.nextdiesel.net - NextDiesel Overview (video)). These facilities are owned by the Company’s third party clients. The Middletown client has executed an agreement to purchase an additional two 10 million gallon per year systems (which are scheduled for commissioning commencing December 2007 and the first quarter of 2008) and the Adrian client has executed agreements to purchase an additional 10 million gallon per year system and some specialized feedstock preparation equipment (which are scheduled for commissioning during the first quarter of 2008). In total, these two clients alone correspond to about $16 million in system sales based on the Company’s proprietary biodiesel technologies.
Development of Biodiesel Production Facilities. The Company has completed preliminary engineering and permitting activities for the Company’s own biodiesel production facilities that are going to be co-located at ethanol facilities in New York (10 million gallons per year), Iowa (10 million gallons per year) and Indiana (5 million gallons per year). These facilities are being designed to scale to 20 million gallons per year, 30 million gallons per year and 10 million gallons per year, respectively. The Company is currently in various stages of negotiations to locate GS-owned corn oil biodiesel production facilities at several other ethanol facilities.
Operation and Expansion of Oilseed Crush Facility. The Company’s Culbertson, Montana-based Sustainable Systems subsidiary currently produces and sells high oleic safflower, sunflower, canola and other high-value oils into the culinary markets in either bulk or packaged quantities. Sustainable’s bulk products are available as either crude degummed, refined bleached and deodorized (RBD), or as RBD with winterization. Sustainable is currently expanding its oilseed extraction and refining capability from 300 tons per day to 600 tons per day. When this expansion is completed within the first six months of 2008, Sustainable will be capable of generating in excess of $80 million per year in sales. In addition to expanding Sustainable’s oilseed processing capabilities in Montana and at other strategic locations, we intend to leverage Sustainable’s existing processing and distribution infrastructure to cost-effectively co-locate our biodiesel and biomass refining technologies to build Integrated Multi-Fuel production capability at the Montana plant.
Expansion of Environmental Services. GS EnviroServices recently acquired the remedial construction group of Vertex Environmental Services and is currently seeking out acquisitions and other opportunities that would facilitate co-location of waste grease extraction and biodiesel production technology. GS EnviroServices also recently entered into an Energy Management Agreement with Olson’s Greenhouses, Inc., based on the recycling and reuse of carbonaceous materials.
Additional Information
A summary corporate chart with additional detail on the new corporate structure will be made available online at www.gs-cleantech.com and www.greenshift.com prior to December 31, 2007.
About GS CleanTech Corporation
GS CleanTech Corporation (OTC Bulletin Board: GSCL - News) develops and supports clean technologies and companies that facilitate the efficient use of natural resources. GS CleanTech's ambition is to catalyze the rapid realization of disruptive environmental gains by creating valuable opportunities for a great many people and companies to use resources more efficiently and to be more profitable. GS CleanTech Corporation owns majority stakes in each of GS Ethanol Technologies, Inc., GS AgriFuels Corporation (OTC Bulletin Board: GSGF - News), GS Energy Corporation (OTC Bulletin Board: GSEG - News) and GS EnviroServices, Inc. (OTC Bulletin Board: GSEN - News). Additional information on GS CleanTech is available online at www.gs-cleantech.com and www.greenshift.com.
Safe Harbor Statement
This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of GreenShift Corporation, GS CleanTech Corporation, GS AgriFuels Corporation, GS Energy Corporation and GS EnviroServices, Inc., and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully, and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Contact:
GreenShift Corporation
Phone: 212-994-5374
Fax: 646-572-6336
Email: investorrelations@greenshift.com
Web: www.greenshift.com
or
Investor Relations:
CEOcast, Inc.
Gary Nash, 212-732-4300
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