Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, today announced that it entered into agreements to sell the assets and equity related to its Fresh business in a two-part transaction for an aggregate purchase price of $21 million, approximately $18 million of which was realized in gross cash proceeds in 2022, with the balance of the transaction expected to close in the second quarter of 2023.
Today’s announcement represents the execution of an expected milestone as Benson Hill focuses on global opportunities across its Ingredients Segment. The Company intends to use proceeds from the divestiture to supplement its plans to fully fund the business, inclusive of debt repayments, and execute its previously announced strategic initiatives.
“We’re pleased to bring this process to a successful close,” said Benson Hill Chief Financial Officer Dean Freeman. “We believe there is tremendous opportunity to grow our proprietary ingredients portfolio in the food, oil and aquaculture markets. Selling the Fresh business enhances our focus and further enables disciplined capital allocation in support of our strategic growth objectives.”
On Dec. 29, 2022, Benson Hill closed on the first part of the transaction, which included the sale of the Vero Beach, Fla., facility, real estate, and packhouse to IMG Enterprises, a diversified agribusiness in Groveland, Fla., for a purchase price of $18 million, subject to customary adjustments. The Company’s remaining Fresh business is expected to be divested to IMG Enterprises during the second quarter of 2023 for a purchase price of $3 million pursuant to a stock purchase agreement, subject to certain adjustments and customary closing conditions.
Benson Hill will record the Fresh Segment as discontinued operations. Following closure of the second transaction, the Company expects to record an approximate 50 percent non-cash write-off of the book value of the business.
Additional details about the divestiture may be found in the filings posted on the Company’s Investor Relations page.
“The acquisition of these assets and business is a perfect fit for our future growth plans,” said Timothee Sallin, Co-CEO of IMG Enterprises. “As a leading family-owned Florida agribusiness, our aim is to add value through vertical integration across the supply chain and diversification into new crops and market segments. The cold storage and distribution facility in Vero Beach is ideally located for us to expand our operations and more efficiently service customers in the Southeast United States. The additional farmland will allow for further crop diversification and expansion of our core products.”
Financial Outlook
In November, the Company reported third quarter financial results and increased its outlook for 2022. Following these transactions, management maintains its full-year 2022 outlook for the Ingredients Segment, and consolidated adjusted EBITDA and free cash flow:
- Ingredient Segment revenues of $370 million to $390 million (now consolidated revenues); and
- Consolidated gross profit of $11 million to $14 million (representing an adjustment to account for an approximate $3 million contribution expected from the Fresh Segment).
The Company also maintains its 2025 outlook for the Ingredients Segment with revenues in excess of $450 million, as presented in the finance section of the April 5, 2022, Investor Day. The Company continues to expect the achievement of positive EBITDA and positive free cash flow in 2025, given the market opportunities for its proprietary soy portfolio and continued progression of its margin expansion targets.
Benson Hill management plans to provide preliminary 2022 results and initial guidance for 2023 on Feb. 2, 2023.
