Global Clean Energy Holdings - Plan / RSA Terms

RSA Terms

Overview

• Global Clean Energy Holdings, Inc. and certain of its subsidiaries (the “Company Parties”) entered into a Restructuring Support Agreement, or RSA, dated April 16, 2025, with certain Consenting Stakeholders.
• The Consenting Stakeholders include:
  • Vitol Americas Corp., as lender and agent under the prepetition RCF credit agreement and the DIP RCF facility (the “Consenting RCF Lenders”).
  • Certain holders of prepetition term loan claims (the “Consenting Term Loan Lenders”).
  • CTCI Americas, Inc. (“CTCI”).
• The RSA outlines the terms of a prearranged chapter 11 plan of reorganization intended to recapitalize the debtors’ balance sheet through an infusion of new financing and the issuance of new equity and takeback debt.
• The restructuring will be implemented through chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of Texas.

DIP Financing

• To fund the administration of the chapter 11 cases, the debtors have proposed entering into three separate debtor-in-possession financing facilities:
  • A $100 million priming, senior secured, superpriority DIP RCF facility provided by the Consenting RCF Lenders, consisting of a roll-up of $75 million in existing prepetition RCF obligations and approximately $27.8 million owed to Vitol under a Tranche D Loan.
  • A $75 million superpriority, priming secured DIP term loan facility provided by the Consenting Term Loan Lenders, comprised of $25 million in new money and a $50 million roll-up of existing prepetition term loan claims.
  • A DIP CTCI payment facility provided by CTCI, with an aggregate value of $75 million in goods, services, and other consideration pursuant to a new project management and support agreement.
• Proceeds of the DIP term loan and cash collateral will be used in accordance with an approved budget. The DIP facilities may not be used to fund costs contemplated to be funded by CTCI until CTCI has funded its $75 million commitment, with the sole exception of costs associated with feedstock purchases from Vitol.

Exit Financing

• On the plan effective date, the reorganized debtors will incur approximately $2.1 billion in exit facilities and issue takeback debt.
• Vitol has agreed to provide the Exit RCF Facility, and the reorganized debtors will also enter into Exit Term Loan Facilities. The terms of these facilities will be set forth in new credit agreements acceptable to the reorganized debtors and the required consenting lenders.

Plan Summary

• The plan proposes the following treatment for key creditor classes:
  • Allowed DIP Claims: Will be satisfied through conversion into the corresponding exit facility (DIP RCF into Exit RCF, DIP Term Loan into Exit Term Loan, and CTCI DIP into a Post-Exit CTCI Senior DIP Payment Obligation).
  • Allowed Prepetition RCF Claims: To the extent not rolled into the DIP, claims will be converted into the Exit RCF Facility.
  • Allowed Prepetition Term Loan Claims: To the extent not rolled into the DIP, holders will receive their pro rata share of:
    • Takeback debt apportioned to the class.
    • 44.4% of the new preferred equity.
    • 100% of the new common equity.
  • Allowed Prepetition EPC Claims: Holders will receive their pro rata share of:
    • Takeback debt apportioned to the class.
    • 55.6% of the new preferred equity.
  • Allowed General Unsecured Claims: Holders will receive their pro rata share of a GUC Cash Pool, which will be reduced by the professional fees of any official committee of unsecured creditors. If the GUC class votes to accept the plan, holders of prepetition term loan and EPC claims will waive any deficiency claims for purposes of distributions from the GUC Cash Pool.
  • Section 510(b) Claims and Existing Interests: Will be canceled, released, and extinguished with no recovery.

New Equity and Corporate Governance

• On the effective date, Reorganized GCEH will issue new common and preferred equity.
  • 100% of the new common equity will be issued to the prepetition term loan lenders.
  • The new preferred equity will be issued 44.4% to the prepetition term loan lenders (for a $100 million deemed capital contribution) and 55.6% to CTCI (for a $125 million deemed capital contribution).
• The board of the reorganized company will consist of seven members: four appointed by the Consenting Term Loan Lenders, two by CTCI, and one independent director selected by a majority of the other members.

Releases and Exculpation

• The plan provides for releases by the debtors and Releasing Parties for the Released Parties.
  • Released Parties include the debtors, reorganized debtors, DIP lenders, agents, and Consenting Stakeholders. Releasing Parties include the same parties as well as all holders of claims and interests.
  • Parties may opt out of the third-party releases; any party that opts out or objects will not be a Releasing Party or a Released Party.
• The releases contain a carve-out for claims arising from actual fraud, willful misconduct, or gross negligence.
• The plan also includes an exculpation provision for the debtors, their independent directors/managers, and any statutory committees for acts or omissions in connection with the chapter 11 cases.

Milestones

• The RSA includes the following case milestones:
  • Interim DIP order: Within three days of the petition date.
  • Final DIP order: Within 30 days of the petition date.
  • Disclosure statement approval order: Within 60 days of the petition date.
  • Plan confirmation order: Within 110 days of the petition date.
  • Plan effective date: Within 120 days of the petition date.

Commitments of the Parties

• Consenting Stakeholders have agreed to support the restructuring, vote in favor of the plan, not opt out of the plan’s releases, and not support any alternative restructuring proposal.
• The Company Parties have agreed to support and take all reasonable steps to consummate the restructuring, comply with the milestones, and not solicit or support any alternative proposal, subject to their fiduciary duties.

Termination Events

• The RSA may be terminated upon the occurrence of certain events, including a material breach by the company, an adverse court ruling, denial of plan confirmation, a DIP event of default, conversion of the cases to chapter 7, or failure to meet a milestone.
• The company may terminate if its board determines that proceeding with the restructuring would be inconsistent with its fiduciary duties or to pursue a superior proposal.
• The agreement will terminate automatically upon the plan effective date.