Global Clean Energy amends credit agreement, upsizes tranche B loan

By Marisa Wong

Los Angeles, Aug. 11 – Some subsidiaries of Global Clean Energy Holdings, Inc. entered into an amendment on Aug. 5 to its senior secured term loan credit agreement with Orion Energy Partners TP Agent, LLC, as administrative agent, according to an 8-K filing with the Securities and Exchange Commission.

BKRF OCB, LLC, BKRF OCP, LLC and Bakersfield Renewable Fuels, LLC are also parties to the credit agreement.

The lenders agreed to, among other things, an upsizing of the tranche B commitments under the senior credit agreement by $60 million, which will be available to be drawn through Oct. 31.

In addition, the amendment provides for the ability to pay interest in kind (in lieu of a cash payment) for the periods ending Sept. 30, 2022 and Dec. 31, 2022; an extension of the date on which substantial completion (as defined in the credit agreement) must be achieved from Aug. 31, 2022 to March 31, 2023, which can be extended for up to 90 days; and an extension of the date on which the company is required to have in place a working capital facility from June 30, 2022 to Oct. 1, 2022, which may be extended for up to 90 days.

In consideration for the upsizing, some subsidiaries agreed to undertake additional capital raises of at least $10 million prior to Dec. 31, 2022, and aggregating to at least $20 million prior to March 31, 2023; prepay the outstanding loans under the credit agreement in an amount equal to 50% of any proceeds received by the applicable subsidiaries in connection with the federal blenders tax credit, up to an aggregate amount of $67.5 million; effect a paydown of outstanding loans to the extent those loans exceed $390 million on or after Dec. 31, 2023, or $340 million on or after Dec. 31, 2024; and increase the upside sharing ratio with respect to the class B units of BKRF HCB, LLC from 25% to 35%.

The company also issued to the lenders, as payment of an amendment and upsize premium, warrants to purchase up to 7,468,929 shares of the company’s common stock, exercisable until Dec. 23, 2028 at an exercise price of $2.25 per share.

On Aug. 5, the parties also entered into a sixth waiver to the credit agreement. The lenders waived all defaults and events of default, if any, arising prior to, or based on events or circumstances existing prior to, the effective date of latest amendment.

The renewable energy company is based in Long Beach, Calif.

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