8-K: Grapevine Energy Emerges from Chapter 11

Grapevine Energy Holdings, formerly Global Clean Energy Holdings, successfully completed its financial restructuring and emerged from Chapter 11 bankruptcy as a privately-held company, securing over $60 million in new financing.

Summary

• Global Clean Energy Holdings, Inc. (GCEH) successfully emerged from Chapter 11 bankruptcy on August 11, 2025, as Grapevine Energy Holdings, LLC (Reorganized GCEH).
• The restructuring simplified the capital structure, resolved prepetition indebtedness and claims, and secured over $60 million in exit financing commitments, operations and maintenance contract support, and additional working capital liquidity.
• All existing common stock (50,219,640 shares) and other equity interests of GCEH were cancelled, and the company will cease to be publicly traded, with plans to deregister its securities.
• New equity interests, consisting of preferred and common units, were issued to certain creditors, with Holders of Allowed Term Loan Claims receiving 4/9ths (44.4%) of New Preferred Equity and 100% of New Common Equity, and CTCI Americas, Inc. receiving 5/9ths (55.6%) of New Preferred Equity.
• New debt facilities include the Holdco Term Loan Credit Agreement, Vitol RCF Credit Agreement (up to $125 million), and New Super Senior Exit Term Credit Agreement (up to $86 million).
• A GUC Trust was established for General Unsecured Claims, funded with $10.5 million in GUC Cash ($3 million on the Effective Date, and $1.5 million annually from 2026 through 2030), plus an Earn Out Amount based on 5% of excess consolidated Gross Margin over projections, capped at Allowed General Unsecured Claims less GUC Cash.
• Prepetition Term Loan Claims, totaling $1.283 billion in principal and accrued interest, received a portion of Takeback Debt, New Preferred Equity, and New Common Equity.
• Prepetition EPC Claims, totaling $949,318,504.24 as of March 31, 2025, plus interest, received a portion of Takeback Debt and New Preferred Equity.
• A new Board of Directors was appointed, and new executive leadership roles were announced, including Igor Radomyshelsky as Interim CEO and Matt Kondratowicz as Chief Strategy Officer, while Noah Verleun transitioned to CEO of the upstream camelina platform.

Sentiment

Score: 8

Explanation: The successful emergence from a pre-arranged Chapter 11 bankruptcy, coupled with significant new financing and a reorganized capital structure, indicates a strong positive step towards operational stability and future growth, despite the cancellation of prior equity.

Positives

• Successful emergence from Chapter 11 bankruptcy, completing a comprehensive financial restructuring.
• Significant enhancement of financial position through simplified capital structure and resolution of prepetition indebtedness and claims.
• Secured over $60 million in new exit financing commitments, operations and maintenance contract support, and additional working capital liquidity.
• Appointment of a reconstituted Board of Directors and new executive leadership with significant operational and financial experience.
• Company is well-positioned for continued safe and reliable operations, increased profitability, and maximization of its upstream feedstock business.

Negatives

• All existing common stock and other equity interests of Global Clean Energy Holdings, Inc. were cancelled, resulting in no recovery for prior equity holders.
• The company will cease to be publicly traded and will deregister its securities, limiting public investment access.
• The restructuring process involved significant administrative and legal costs.

Risks

• Ability to comply with financing arrangements.
• Ability to obtain and/or maintain relationships with partners, suppliers, customers, employees, and regulatory authorities.
• Future production of the Bakersfield renewable fuels facility.
• Anticipated and unforeseen events which could reduce future production at the Bakersfield Facility or delay future capital projects.
• Changes in commodity and credit values, throughput volumes, production rates, yields, operating expenses, and capital expenditures at the Bakersfield Facility.
• Need for additional capital in the future, including to complete capital projects and satisfy liabilities, and the terms of such funding, including dilution.
• Ability to expand camelina operations beyond North America.
• Ability for large scale cultivation of camelina as a nonfood-based feedstock and its use at the Bakersfield Facility.
• Certain early termination rights associated with third-party agreements and conditions precedent to such agreements.
• Company's level of indebtedness, which could affect its ability to fulfill its obligations, impede the implementation of its strategy, and expose the Company to interest rate risk.
• Ability to comply with required covenants under its debt arrangements, including interest and other amounts due thereunder.
• Ability of the Company to retain and hire key personnel.
• Level of competition in the Company's industry and its ability to compete.
• Company's ability to respond to changes in its industry.
• Company's ability to produce products at competitive rates.
• Company's ability to execute its business strategy in a very competitive environment.
• Trends in, and the market for, the price of oil and gas and alternative energy sources.
• Volatile nature of the prices for oil and gas caused by supply and demand, including volatility caused by the ongoing Ukraine/Russia conflict and/or the Israel/Hamas conflict, changes in interest rates and inflation, and potential recessions.
• Outcome of pending and potential future litigation, judgments, and settlements.
• Rules and regulations making the Company's operations more costly or restrictive.
• Volatility in the market price of compliance credits (primarily Renewable Identification Numbers (RINs) and low-carbon fuel standard credits) and emission credits.
• Requirement for the Company to purchase RINs in the secondary market to the extent it does not generate sufficient RINs internally, and associated liabilities, timing, funding, and costs.
• Changes in environmental and other laws and regulations and risks associated with such laws and regulations.
• Macroeconomic pressures and general uncertainty regarding the overall future economic environment.
• Imposition of additional duties, tariffs, or trade restrictions on the importation of goods used in the business.
• Economic downturns both in the United States and globally, changes in inflation and interest rates, increased costs of borrowing, and potential declines in the availability of such funding.
• Risk of increased regulation of the Company's operations and products.
• Disruptions in the infrastructure that the Company and its partners rely on.
• Interruptions at the Company's facilities.
• Unexpected and expected changes in the Company's anticipated capital expenditures resulting from unforeseen and expected required maintenance, repairs, or upgrades.
• Company's ability to acquire and construct new facilities.
• Expected and unexpected downtime at the Company's facilities.
• Dependence on third-party transportation services and pipelines.
• Risks related to obtaining required crude oil supplies and their costs.
• Counterparty credit and performance risk.
• Unanticipated problems at, or downtime affecting, the Company's facilities and those operated by third parties.
• Risks relating to the Company's hedging activities or lack of hedging activities.
• Risks relating to future divestitures, asset sales, joint ventures, and acquisitions.

Future Outlook

The company expects to continue its day-to-day operations substantially as currently conducted, with all commercial and operational contracts remaining in effect. It aims to drive continued safe and reliable operations, increase profitability, and maximize the value of its upstream feedstock business. The company plans to expand its camelina operations beyond North America and pursue large-scale cultivation of camelina as a nonfood-based feedstock for its Bakersfield facility.

Management Comments

• Noah Verleun, President and CEO of GCE, stated: 'We are pleased to announce that the Court has confirmed our Chapter 11 plan, enabling the Company to successfully reorganize its capital structure in under four months, right in line with our initial goals. We appreciate the continued support of our lenders and partners throughout this process. Their confidence, along with this milestone, strengthens our financial foundation as we advance our business plan and deepen engagement with our customers and vendors. We especially thank our employees for their unwavering focus on safety, reliability and performance during this critical time. With the plan confirmed, we look forward to continuing our role in building a more sustainable energy future.'
• Gerrit Nicholas, incoming Chairman of Grapevine's new board of directors said, 'The team has taken tremendous steps over the last several years to put the Company on a trajectory for enduring success. As Grapevine emerges from Chapter 11, we are well positioned to drive continued safe and reliable operations, increase profitability, and maximize the value of our Upstream feedstock business. The relationships Igor and Matt have cemented with the existing leadership team combined with their deep understanding of Grapevine’s operational strengths, make them ideally suited to lead this new phase of our journey.'

Industry Context

The emergence from Chapter 11 positions Grapevine Energy Holdings to continue its operations in the renewable fuels sector, specifically focusing on camelina-based biofuels. This restructuring allows the company to address its financial challenges and secure new capital, which is crucial for growth and competitiveness in the evolving alternative energy market. The emphasis on a 'farm-to-fuels' value chain and 'ultra-low carbon feedstocks' aligns with broader industry trends towards sustainable and environmentally friendly energy solutions, differentiating it from traditional fossil fuel producers and potentially offering a competitive advantage in a market increasingly driven by environmental attributes and low-carbon fuel standards.

Comparison to Industry Standards

• The successful emergence from a pre-arranged Chapter 11 process, securing over $60 million in new financing and converting significant debt into equity, is a positive outcome compared to many bankruptcy cases that result in liquidation or prolonged restructuring.
• While direct financial performance comparisons to profitable industry peers are not applicable given the recent bankruptcy, the ability to maintain operations and secure substantial exit financing indicates a stronger post-restructuring position than companies that fail to reorganize.
• The restructuring addresses a substantial debt load, including $1.283 billion in prepetition term loan claims and $949.3 million in prepetition EPC claims, which is a significant deleveraging event.
• The new capital structure, with a mix of new debt and equity, aims to provide a more sustainable foundation for future operations, a common objective in successful reorganizations like those seen with distressed energy assets that have strong underlying operational value but unsustainable debt.

Management Changes

Corporate Governance

Legal Proceedings

• Commencement and emergence from Chapter 11 bankruptcy cases (In re Global Clean Energy Holdings, Inc., et al., Case No. 25-90113 (ARP) in the U.S. Bankruptcy Court for the Southern District of Texas).
• Resolution of all objections to the Plan of Reorganization, with any unresolved objections related to cure amounts arising under assumed Executory Contracts to be determined post-confirmation.
• Preservation of certain litigation against CTCI and the Debtors, specifically regarding compensation for indemnification rights related to the PI Action, limited to available insurance coverage.
• Provisions regarding Personal Injury Claimants (Andre Murphy, Juan Mendoza, Roberto Cadena, Jr., Michael Mootry, and Manuel Perez) in the action Murphy v. Global Clean Energy Holdings, Inc., Case No. BCV-24-102744, allowing them to resume litigation for PI Claims limited to available insurance proceeds and as General Unsecured Claims.

Related Party Transactions

• New Super Senior Exit CTCI Agreement and Side Letter with CTCI Americas, Inc. for procurement, operation, and maintenance support services and payment of professional fees.
• Holdco Term Loan Credit Agreement and New Super Senior Exit Term Credit Agreement with Orion Energy Partners TP Agent, LLC and affiliated lenders.
• Entara Agreement (Payment Services Agreement) with Entara LLC, an affiliate, for services related to Grapevine Payroll Invoices.
• Transactions in the ordinary course of business and upon fair and reasonable terms no less favorable than arms-length transactions with non-affiliates, as permitted by the new governance documents.

Stakeholder Impact

• **Existing Equity Holders**: All existing common stock and other equity interests were cancelled, resulting in no recovery.
• **Prepetition RCF Creditors**: Claims converted into the new Exit RCF Facility.
• **Prepetition Term Loan Creditors**: Received a combination of Takeback Debt, New Preferred Equity (44.4%), and 100% of New Common Equity.
• **Prepetition EPC Creditors (CTCI)**: Claims converted into a combination of Takeback Debt and New Preferred Equity (55.6%).
• **General Unsecured Creditors**: Received beneficial interests in the GUC Trust, entitling them to a share of GUC Cash ($10.5 million total) and an Earn Out Amount based on future gross margin performance.
• **Employees**: Existing employment obligations, including compensation, benefits, and D&O liability insurance policies, are assumed and honored by the Reorganized Debtors.
• **Management**: New executive leadership and a reconstituted Board of Directors have been appointed, reflecting the new ownership and strategic direction.
• **Suppliers and Partners**: Commercial and operational contracts are expected to remain in effect, with certain service contracts (e.g., with CTCI) being formalized under new agreements.

Next Steps

• File a Form 15 with the SEC to deregister securities and suspend reporting obligations under the Exchange Act.
• Continue day-to-day operations of the renewable fuels business.
• Implement the remaining provisions of the Plan of Reorganization.
• Noah Verleun will take on the role of CEO of the upstream camelina platform, overseeing its growth and strategic development.
• Igor Radomyshelsky will serve as Interim Chief Executive Officer and Matt Kondratowicz as Chief Strategy Officer for Grapevine Energy Holdings.
• The GUC Trust will administer distributions to Holders of Allowed General Unsecured Claims and reconcile disputed claims.
• Reorganized Debtors will fund $1.5 million of GUC Cash to the GUC Trust annually from 2026 through 2030.
• The GUC Trustee will make a good faith valuation of the GUC Trust Assets.
• The GUC Trustee will file objections to General Unsecured Claims within 180 days of the Effective Date.
• Reorganized Debtors will pay professional fees and expenses incurred prior to the Confirmation Date.
• Reorganized Debtors will comply with U.S. Trustee quarterly reporting requirements.
• Reorganized Debtors will file reports as required under the Bankruptcy Local Rules from the Confirmation Date through the Effective Date.

Key Dates

Keywords

Financial Restructuring, Chapter 11, Bankruptcy, Renewable Fuels, Camelina, Biofuels, Debt Restructuring, Equity Issuance, Private Company, Corporate Governance, SEC Filing, Grapevine Energy Holdings, Global Clean Energy Holdings, Orion Energy Partners, CTCI Americas, Vitol Americas Corp.