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Table of Contents

Filed Pursuant to Rule 424(b)(4)

Registration No. 333-168792
 

 

 

 

 

 

PROSPECTUS

 

 

 

February 8, 2011

7,150,000 Shares



Common Stock

 

 

This is the initial public offering of our common stock. No public market currently exists for our common stock. We are offering all of the 7,150,000 shares of common stock offered by this prospectus. The initial public offering price is $15.00 per share.

Our common stock has been approved for listing on The Nasdaq Global Market under the symbol “GEVO.”

Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock in “Risk factors” beginning on page 16 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

 

 

 

 

 

 

 

  

  

Per

Share

 

  

Total

 

Public offering price

  

$

15.00

  

  

$

107,250,000

  

Underwriting discounts and commissions

  

$

1.05

  

  

$

7,507,500

  

Proceeds, before expenses, to us

  

$

13.95

  

  

$

99,742,500

  

The underwriters may also purchase up to an additional 1,072,500 shares of our common stock at the public offering price, less the underwriting discounts and commissions payable by us, to cover over-allotments, if any, within 30 days from the date of this prospectus. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $8,633,625 and our total proceeds, after underwriting discounts and commissions but before expenses, will be $114,703,875.

The underwriters are offering the common stock as set forth under “Underwriting.” Delivery of the shares will be made on or about February 14, 2011.

 

 

 

 

 

 

UBS Investment Bank

    

Piper Jaffray

    

Citi

 

 

Simmons & Company International
Table of Contents

  

 

 

You should rely only on the information contained in this prospectus. We and the underwriters have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, or such other dates as are stated in this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

TABLE OF CONTENTS

 

 

 

 

 

 

 

Conventions That Apply to This Prospectus

  

 

i

  

Prospectus Summary

  

 

1

  

The Offering

  

 

11

  

Summary Historical and Pro Forma Financial Data

  

 

13

  

Risk Factors

  

 

16

  

Forward-Looking Statements

  

 

47

  

Use of Proceeds

  

 

49

  

Dividend Policy

  

 

50

  

Capitalization

  

 

51

  

Dilution

  

 

54

  

Selected Historical Consolidated Financial Data

  

 

56

  

Unaudited Pro Forma Condensed Consolidated Combined Financial Information

  

 

59

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

 

63

  

Background and Perspective

  

 

93

  

 

 

 

 

 

Business

  

 

95

  

Management

  

 

126

  

Certain Relationships and Related Party Transactions

  

 

166

  

Principal Stockholders

  

 

173

  

Description of Capital Stock

  

 

176

  

Shares Eligible for Future Sale

  

 

182

  

Certain Material United States Federal Income and Estate Tax Consequences to Non-US Holders

  

 

184

  

Underwriting

  

 

189

  

Legal Matters

  

 

198

  

Experts

  

 

198

  

Where You Can Find Additional Information

  

 

198

  

Index to Gevo, Inc. Consolidated Financial Statements

  

 

F-1

  

Index to Agri-Energy Combined Financial Statements

  

 

F-57

  

 

 

 
Table of Contents

  

 

 

Conventions that apply to this prospectus

Unless the context otherwise requires, in this prospectus:

 

Ø

 

“the company,” “we,” “us” and “our” refer to Gevo, Inc. and its subsidiaries, as the context requires;

 

Ø

 

“MGPY” refers to million gallons per year;

 

Ø

 

“BGPY” refers to billion gallons per year;

 

Ø

 

“SRI” refers to SRI Consulting, a division of Access Intelligence, LLC;

 

Ø

 

“CMAI” refers to Chemical Market Associates, Inc.;

 

Ø

 

“EIA” refers to the US Energy Information Association;

 

Ø

 

“IEA” refers to the International Energy Agency;

 

Ø

 

“RFA” refers to the Renewable Fuels Association;

 

Ø

 

“Nexant” refers to Nexant, Inc.; and

 

Ø

 

“CDTECH” refers to Catalytic Distillation Technologies.

Certain market data presented in this prospectus has been derived from data included in various biofuels industry publications, surveys and forecasts, including those generated by SRI, CMAI, the EIA, the IEA, the RFA and Nexant. Certain target market sizes presented in this prospectus have been calculated by us (as further described below) based on such data. We have assumed the correctness and truthfulness of such data, including projections and estimates, when we use them in this prospectus. You should read our cautionary statement in the section entitled “Forward-Looking Statements.”

With respect to calculation of product market volumes:

 

Ø

 

product market volumes are provided solely to show the magnitude of the potential markets for isobutanol and the products derived from it. They are not intended to be projections of our actual isobutanol production or sales;

 

Ø

 

product market volume calculations are based on data available for the year 2007 (the most current data available from SRI); and

 

Ø

 

volume data with respect to target market sizes is derived from data included in various industry publications, surveys and forecasts generated by SRI, CMAI, the EIA, the IEA and Nexant. We have converted these sizes into volumes of isobutanol as follows:

 

 

¡

 

we calculate the size of the market for isobutanol as a gasoline blendstock and oxygenate by multiplying the world gasoline market volume by an estimated 12.5% by volume isobutanol blend ratio;

 

 

¡

 

we calculate the size of the specialty chemicals markets by substituting volumes of isobutanol equivalent to the volume of products currently used to serve these markets;

 

 

¡

 

we calculate the size of the petrochemicals and hydrocarbon fuels markets by calculating the amount of isobutanol that, if converted into the target products at theoretical yield, would be needed to fully serve these markets (in substitution for the volume of products currently used to serve these markets); and

 

 

¡

 

for consistency in measurement, where necessary we convert all market sizes into gallons. Conversion into gallons for the fuels markets is based upon fuel densities identified by Air BP Ltd. and the American Petroleum Institute.

 

 

 
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