--- schema_version: "secwatch.filing_event.v1" accession: "0001830210-24-000012" form_type: "8-K" ticker: null cik: "0001830210" company_name: "Benson Hill, Inc." filed_at: "2024-02-14T23:59:59+00:00" generated_at: "2026-06-06T02:34:28.947628+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Benson Hill sells Creston soy processing facility for $72M, retires $59M debt, appoints new CFO ## Summary - Sold Creston, IA soy processing facility (Benson Hill Ingredients) to White River Creston for gross proceeds of $72M (including ~$19.5M working capital adj). - Retired senior convertible debt facility ahead of schedule, paying ~$59M to fully extinguish obligations under Avenue Capital loan agreement. - CFO Dean Freeman departing March 29, 2024; Susan Keefe appointed CFO effective same date, with base salary $462K and target bonus 50%. - Separation agreement with Freeman provides $462,280 severance (12 months' base pay) plus prorated bonuses, subject to release. - Management reiterates focus on seed innovation and asset-light partnership model; ~55 employees transferred to new owner. ## SEC filing metadata - accession: 0001830210-24-000012 - form_type: 8-K - cik: 0001830210 - company_name: Benson Hill, Inc. - filed_at: 2024-02-14T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 1.02, 2.01, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1830210/000183021024000012/0001830210-24-000012-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1830210/000183021024000012/bhil-20240213.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001830210-24-000012 - JSON: https://secwatch.observer/filing/0001830210-24-000012.json - Plain text: https://secwatch.observer/filing/0001830210-24-000012.txt ## Key facts - Executive change Susan Keefe was appointed as Chief Financial Officer at Benson Hill, Inc.. - Action: appointed - Role: Chief Financial Officer source text: the Company appointed Susan Keefe (age 51) as the Company’s next Chief Financial Officer, with such appointment to occur concurrently with Mr. Freeman’s departure. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000183021024000012/0001830210-24-000012-index.htm - Executive change Dean Freeman resigned as Chief Financial Officer at Benson Hill, Inc.. - Action: resigned - Role: Chief Financial Officer source text: the Company and Dean Freeman entered into a Separation Agreement (the “ Separation Agreement ”), pursuant to which the parties agreed to mutually terminate their employment relationship effective as of March 29, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000183021024000012/0001830210-24-000012-index.htm - M&A Transactions Benson Hill, Inc. completed a disposition involving White River Creston, LLC for approximately $52,500,000, plus a working capital adjustment estimated to be approximately $19,500,000 (closed 2024-02-13). - Action: disposition - Counterparty: White River Creston, LLC - Consideration: approximately $52,500,000, plus a working capital adjustment estimated to be approximately $19,500,000 - Closing: 2024-02-13 source text: agreed to sell, and White River agreed to purchase, all of Seller’s interests in its wholly-owned subsidiary, Benson Hill Ingredients, LLC (“ Ingredients ”), for approximately $52,500,000, plus a working capital adjustment estimated to be approximately $19,500,000, subject to certain adjustments and holdbacks (the “ Purchase Price ”) (the “ Creston Sale ”). The evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000183021024000012/0001830210-24-000012-index.htm - Material Agreements Benson Hill, Inc. entered into MIPA with White River Creston, LLC valued at approximately $52,500,000, plus a working capital adjustment estimated to be approximately $19,500,0 (effective 2024-02-13). - Action: entry - Agreement: asset purchase - Counterparty: White River Creston, LLC - Value: approximately $52,500,000, plus a working capital adjustment estimated to be approximately $19,500,0 - Effective: 2024-02-13 source text: On February 13 , 2024 , DDB Holdings, Inc. (“ Seller ”), a wholly-owned subsidiary of Benson Hill Holdings, Inc. (“ Holdings ”), entered into a membership interest purchase agreement (the “ MIPA ”) with White River Creston, LLC (“ White River ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000183021024000012/0001830210-24-000012-index.htm - Material Agreements Benson Hill, Inc. terminated Loan Agreement with Avenue Capital Management II, L.P. (effective 2024-02-13). - Action: termination - Agreement: credit facility - Counterparty: Avenue Capital Management II, L.P. - Effective: 2024-02-13 source text: On February 13, 2024, the Company repaid in full all outstanding obligations under the loan and security agreement entered into on December 29, 2021, by and among the Company and certain of its directly or indirectly wholly-owned subsidiaries (the Company and such subsidiaries are each individually referred to as a “ Borrower ” and are all collectively referred to as the “ Borrowers ”), Avenue Capital Management II, L.P., as administrative agent and collateral agent (the “ Agent ”), and certain affiliates of the Agent (each such affiliate individually referred to as a “ Lender ” and all collectively as the “ Lenders ”) (as amended, restated, or supplemented from time to time, the “ Loan Agreement ”) (the “ Avenue Capital Payoff ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000183021024000012/0001830210-24-000012-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.