Star Peak Corp II
PROPOSED BUSINESS COMBINATION: Benson Hill, Inc.
ENTERPRISE VALUE: $1.351 billion
ANTICIPATED SYMBOL: BHIL
Star Peak Corp II proposes to combine with Benson Hill, Inc., a sustainable food technology company that uses artificial intelligence (AI), data and a variety of breeding techniques to create innovative food and ingredient products. Starting with the seed and through an integrated business model, the Company works with partners and growers to bring products to market that meet consumer needs for food that is healthier, more sustainable, more affordable and better tasting.
Benson Hill’s proprietary CropOS® technology platform uses predictive analytics to simulate tens of millions of genetic outcomes for plants, referencing an ever-expanding and unmatched data library. The technology has the potential to shave years off the traditional crop breeding process, shortening the time to market, and decreasing development costs for new food and ingredient products. Benson Hill’s approach is tailored to meet consumer demand and link the interests of both growers and consumers, which has been a historical divide in the food system.
With CropOS®, Benson Hill is working to:
- Leverage the vast natural genetic diversity within plants to simultaneously optimize for quality traits such as nutrition and flavor profiles, as well as yield;
- Improve sustainability through plant breeding innovations that can use fewer resources, including displacing the need for certain expensive water- and energy-intensive ingredient processing steps typically required to produce protein-rich ingredients used in plant-based meat alternatives; and
- Increase access to healthier foods capable of delivering more nutrients that consumers are demanding, while offering cleaner labels for food companies and retailers.
TRANSACTION
- Following the close, Benson Hill will have a pro forma enterprise value of approximately $1.35 billion based on the $10.00 per share price of Star Peak common stock and assuming no redemptions by Star Peak shareholders.
- The transaction will provide approximately $625 million in gross proceeds to the Company (assuming no redemptions by Star Peak shareholders)
- Including an oversubscribed and upsized $225 million fully committed common stock PIPE at $10.00 per share, demonstrating strong support from investors including funds and accounts managed by BlackRock, Van Eck Associates Corporation, Hedosophia, Lazard Asset Management, Post Holdings, existing Benson Hill investors and affiliates of Star Peak.
- Benson Hill intends to use proceeds from the transaction to accelerate investments in CropOS®, strengthen partner development efforts, support product commercialization and expand into new agri-food markets. Benson Hill’s existing shareholders will convert 100% of their ownership stakes into the new company.
PIPE
- $225 million fully committed common stock PIPE at $10.00 per share
- Investors include: funds and accounts managed by BlackRock, Van Eck Associates Corporation, Hedosophia, Lazard Asset Management, Post Holdings, existing Benson Hill investors and affiliates of Star Peak.
LOCK-UP
- Certain Pre-Closing Holders entered into certain lock-up agreements (the “Lock-up Agreements”) with STPC and Benson Hill. Pursuant to the Lock-up Agreements certain holders of Restricted Securities have agreed to be subject to a lock-up period which will last from the Closing until the earlier of (i) the date that is six months after the Closing and (ii) the date after the Closing on which STPC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction (the “Lock-up Period”) in respect of their Restricted Securities.
NOTABLE CONDITIONS TO CLOSING
- Cash proceeds available in the trust account, together with the cash proceeds received at Closing in respect of the various financing transactions contemplated by the Merger Agreement (including from the PIPE Investors (discussed below)), being at least $225,000,000 (after giving effect to payments in respect of any redemptions by STPC’s stockholders in connection with the Merger).
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including by mutual written consent or if the Transactions have not been consummated on or prior to February 28, 2022 (subject to extensions for delays as set forth in the Merger Agreement).
ADVISORS
- Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC are serving as joint financial advisors and capital markets advisors to Star Peak and as co-placement agents on the PIPE offering.
- Kirkland & Ellis LLP is serving as legal advisor to Star Peak.
- Barclays is serving as exclusive financial advisor and capital markets advisor to Benson Hill, as well as co-placement agent on the PIPE offering.
- Winston & Strawn LLP is serving as legal advisor to Benson Hill.
MANAGEMENT & BOARD
Executive Officers
Eric Scheyer, 55
Chief Executive Officer and Director
Mr. Scheyer is a Partner at Magnetar and has served as the Head of the MTP Group since inception. Mr. Scheyer is a member of Magnetar’s management committee and investment committee, and Chairman of the MTP Group’s investment committee. Mr. Scheyer is also the Chief Executive Officer and a director of STPK I. Mr. Scheyer has long-standing relationships and significant experience investing in the energy, energy infrastructure and renewables sectors. Mr. Scheyer serves on the board of Directors of Great Elm Capital Group, Inc. (NASD: GEC), Vesper Energy Development LLC and Lightstar Renewables LLC (Magnetar portfolio companies operating in the utility scale solar and distributed solar space). Mr. Scheyer previously served on the board of managers of the general partner of Lightfoot Capital Partners, LP and the board of directors of Arc Logistics Partners LP. (NYSE: ARCX) Previously, Mr. Scheyer was a principal of Decorel Incorporated, where he served as President of Decorel S.A. de C.V. and Executive Vice President of Decorel Inc. until the sale of the company to Newell Rubbermaid. Mr. Scheyer received a BA from Trinity College.
Craig Rohr, 37
President
Craig Rohr has significant experience investing in sustainability and environmentally friendly businesses. Mr. Rohr joined Magnetar in 2009 and is a Managing Director in Magnetar’s Energy & Infrastructure Group. Prior to joining Magnetar, Mr. Rohr worked at First Reserve Corporation, a global control private equity and infrastructure investment firm. Based in London, England, Craig focused on First Reserve’s portfolio company investments across North America, South America & Europe. Before joining First Reserve, Mr. Rohr worked at Citigroup in the firm’s Global Energy Investment Banking Group in New York. Mr. Rohr currently serves on the boards of directors of Vesper Energy Development LLC and Lightstar Renewables LLC (Magnetar portfolio companies operating in the utility scale solar and distributed solar space). Mr. Rohr earned a B.S. in Finance & Business Economics from the University of Notre Dame, where he graduated magna cum laude.
Michael D. Wilds, 63
Chief Financial Officer and Chief Accounting Officer
Mr. Wilds joined Magnetar in 2006, and is Chief Operating Officer of the MTP Group. Mr. Wilds is also the Chief Financial Officer and Chief Accounting Officer of STPK I. Prior to joining Magnetar, Mr. Wilds served as the Chief Executive Officer of the affiliated companies of The Kansas Farm Bureau. Mr. Wilds also spent 20 years with Koch Industries, Inc. where he served in various senior roles, both domestic and international, including as Chief Financial Officer of Koch Industries International. Mr. Wilds earned a BS in Business Administration from Kansas State University.
Board of Directors
Michael C. Morgan, 51
Chairman of the Board
In 2008, Mr. Morgan co-founded Triangle Peak Partners, LP, a multi-strategy asset management firm focused on venture capital and growth equity, and he currently serves as its Chairman and Chief Executive Officer. Since 2004, Mr. Morgan has also served as President and Chief Executive Officer of Portcullis Partners, LP, a private investment partnership and one of Triangle Peak Partners’ largest limited partners. Mr. Morgan currently serves as the lead director of Kinder Morgan, Inc. (NYSE: KMI), one of the largest energy infrastructure companies in North America. Mr. Morgan joined Kinder Morgan at its founding in 1997 and headed Kinder Morgan’s corporate development efforts until 2001, completing 23 acquisitions worth over $5 billion. He then served as President of KMI until 2004. Mr. Morgan is also the Chairman of the Board and a director of STPK I. Mr. Morgan has also served on the board of Sunnova Energy International, Inc. (NYSE: NOVA), a leading residential solar and energy storage company, since July of 2019. Mr. Morgan first joined the board of NOVA’s predecessor (Sunnova Energy Corporation) in October 2015, served as Lead Director until March of 2016 and remained on that board until NOVA’s initial public offering in July of 2019. Mr. Morgan previously served on the boards of directors of two public energy funds affiliated with Kayne Anderson (NYSE: KYN and KYE) and on the boards of directors of Bunchball Inc., Lytx, Inc., and SCIenergy, Inc. Mr. Morgan is a frequent volunteer at Stanford University, currently serving as the national chair of The Stanford Fund, as co-chair of the Precourt Energy Institute Advisory Council, and on several other advisory committees. Mr. Morgan previously served as an Adjunct Professor in the Practice of Management at the Jones Graduate School of Business at Rice University in Houston. Mr. Morgan received an MBA from Harvard Business School and BA in Economics and an MA in Sociology from Stanford University.
Adam E. Daley, 44
Director
Mr. Daley is a Partner at Magnetar, Co-Head of the MTP Group and a member of Magnetar’s management committee and investment committee. Since joining Magnetar at its inception in 2005, Mr. Daley has been focused primarily on the sourcing, execution and management of various investments in the energy, energy infrastructure and renewables sectors. Mr. Daley is also a director of STPK I. Prior to joining Magnetar, Mr. Daley was an investment banker at Citigroup’s Global Corporate and Investment Bank, where he was responsible for executing a variety of corporate finance transactions. Mr. Daley also currently serves on the boards of directors of Double Eagle Energy III, LLC, Vesper Energy Development LLC (a Magnetar portfolio company operating in the utility scale solar space) and DoublePoint Energy, LLC. Mr. Daley earned a BS in Finance with High Honors from the University of Illinois.
Alec Litowitz, 53
Director
Mr. Litowitz is the Founder, Chief Executive Officer and Chairman of the Management Committee and co-head of the Investment Committee of Magnetar. Mr. Litowitz is also a director of STPK I. Prior to founding Magnetar in 2005, Mr. Litowitz was a Principal at Citadel Investment Group and served as Global Head of Equities and a member of the Management and Investment Committees. Mr. Litowitz created and continues to be extensively involved with the Magnetar Capital UChicago Financial Education Initiative, an innovative high school-based financial education initiative, which has helped more than 22,000 students increase their financial literacy. Mr. Litowitz graduated from MIT with a BS in mathematics and anthropology and received a JD and MBA from the University of Chicago.
C. Park Shaper, 51
Director
Mr. Shaper served in various management roles for the Kinder Morgan companies from 2000 until March 2013, when he retired as President of Kinder Morgan, Inc. (NYSE: KMI), Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC and as director and President of the general partner of El Paso Pipeline Partners, L.P. Mr. Shaper is also a director of STPK I. Since 2007, Mr. Shaper has served on the board of directors of Kinder Morgan, Inc., and he previously served on the boards of directors of Kinder Morgan G.P., Inc. (the general partner of Kinder Morgan Energy Partners, L.P.) and Kinder Morgan Management, LLC from 2003 to 2013. Mr . Shaper also serves on the board of directors of Sunnova (NYSE: NOVA) and as a trust manager of Weingarten Realty Investors (NYSE: WRI). Mr. Shaper received an MBA from the J.L. Kellogg Graduate School of Management at Northwestern University and a BS in Industrial Engineering and a BA in Quantitative Economics from Stanford University.
Desirée Rogers, 61
Director
Mr. Shaper served in various management roles for the Kinder Morgan companies from 2000 until March 2013, when he retired as President of Kinder Morgan, Inc. (NYSE: KMI), Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC and as director and President of the general partner of El Paso Pipeline Partners, L.P. Mr. Shaper is also a director of STPK I. Since 2007, Mr. Shaper has served on the board of directors of Kinder Morgan, Inc., and he previously served on the boards of directors of Kinder Morgan G.P., Inc. (the general partner of Kinder Morgan Energy Partners, L.P.) and Kinder Morgan Management, LLC from 2003 to 2013. Mr . Shaper also serves on the board of directors of Sunnova (NYSE: NOVA) and as a trust manager of Weingarten Realty Investors (NYSE: WRI). Mr. Shaper received an MBA from the J.L. Kellogg Graduate School of Management at Northwestern University and a BS in Industrial Engineering and a BA in Quantitative Economics from Stanford University.