Benson Hill SPAC Presentation Deck
BENSON HILL
Detailed Transaction Overview
Transaction Highlights
Cash Sources
Valuation
Capital
Structure
●
Benson Hill
Shareholders
64.8%
●
●
Star Peak has ~$403mm in cash
held in the trust account
PIPE size of $225mm
Attractive entry multiple
relative to peer group
~$625mm gross proceeds to balance sheet
(assuming no redemptions) to fund growth(2)
Pro Forma Ownership at $10/Share(¹)
Star Peak Public
Shareholders
19.4%
PIPE Shareholders
10.9%
Star Peak Sponsor
4.9%
(1)
Sources and Uses
Sources
Committed Equity PIPE
Star Peak Trust
Benson Hill Shareholder Equity Rollover
Total Sources
Pro Forma Valuation (¹)
($mm, except per share data)
Pro Forma Shares Outstanding (mm)
Share Price
Benson Hill Equity Value
Pro Forma FY2020 Net Debt (Cash)
Benson Hill Enterprise Value
Pro Forma Ownership
Benson Hill Shareholders
Star Peak Public Shareholders
Star Peak Sponsor
PIPE Shareholders
Equity Ownership
$mm
$225
403
1,300
$ 1,928
Uses
%
11.7% Stock to Benson Hill Shareholders
Estimated Fees and Expenses
20.9
67.4
Estimated Repayment of Debt
Cash to Benson Hill Balance Sheet
Total Uses
$mm
$ 1,300
48
33
547
$ 1,928
Shares (mm)
130.0
40.3
8.0
22.5
200.8
57
%
67.4 %
2.5
1.7
28.4
201
$10.00
$ 2,008
(657)
$ 1,351
Source: Benson Hill. Star Peak. (1) Pro forma ownership based on PIPE of $225mm assuming no redemptions. Excludes Star Peak warrants, earnout of 18mm shares to Benson Hill Shareholders and 2mm shares to Star Peak Sponsor, and
options to certain Benson Hill option holders subject to the same vesting term as the earnout shares. Earnout shares vest equally, 50% at $14 per share and 50% at $16 per share and are subject to a three year-term. (2) Gross proceeds are
comprised of Star Peak II $403 million of cash in trust, assuming no redemptions, and an oversubscribed and upsized $225 million common stock PIPE at 10.00 per share.
%
64.8 %
20.0
4.0
11.2
100.0 %View entire presentation