Global Clean Energy Holdings, Inc. and its affiliates have filed an amended disclosure statement in the U.S. Bankruptcy Court for the Southern District of Texas, outlining a plan to restructure approximately $2.1 billion in debt through a prearranged Chapter 11 reorganization. The renewable energy company, which operates a vertically integrated "farm-to-fuel" business model, seeks to recapitalize through the issuance of new equity and debt while maintaining operations and preserving its Bakersfield, California refining facility.
The amended disclosure statement, filed on May 28, 2025, reveals that Global Clean Energy had secured support from creditors holding approximately 97% of secured claims prior to its April 16 bankruptcy filing. However, the Official Committee of Unsecured Creditors does not currently support the plan and is investigating potential claims that may provide higher recoveries for unsecured creditors.
"The Restructuring Support Agreement and the Plan reflect months of difficult discussions that have not only kept the Company operational, but have been carefully structured to avoid a prolonged in-court process enabling the restructured Company to emerge as a viable going concern," the disclosure statement notes.
The heart of the company's troubles stems from significant delays and cost overruns at its Bakersfield Facility, a renewable diesel refinery acquired in 2020 that was supposed to be completed by January 2022 but only became commercially operational in December 2024. These delays led to disputes with contractor CTCI Americas, Inc., which filed a mechanic's lien of approximately $949.3 million against the facility – a claim the company and its term loan lenders dispute.
Global Clean Energy's operations span across three principal business segments: upstream (cultivation of Camelina feedstock through partnerships with farmers globally), midstream (transportation and logistics), and downstream (production of renewable diesel at the Bakersfield Facility). The company employs over 150 people directly and manages contracts with hundreds of growers who plant more than 124,000 acres of Camelina.
The disclosure statement reveals a stark valuation reality: while the company's enterprise value is estimated at only $500 to $875 million, its secured debt totals approximately $2.3 billion. Under the proposed plan, holders of secured claims would receive partial recoveries ranging from 5.1% to 40.2%, while general unsecured creditors would receive minimal recoveries estimated at just 0.0% to 0.3%.
The restructuring plan contemplates a complex capital structure with the issuance of new common equity, new preferred equity, and various tranches of "takeback debt." The plan proposes exit facilities including a $100 million revolving credit facility, an $80 million super senior facility, a $150 million senior secured facility, a $1.082 billion subordinated senior secured term facility, a $561.80 million subordinated junior term facility, and a $321.25 million subordinated secured EPC claim.
To finance operations during bankruptcy, the company secured three debtor-in-possession financing facilities totaling $250 million from its key stakeholders: Vitol Americas Corp. (a global trading firm and key contract counterparty), the Term Loan Lenders, and CTCI.
"The Debtors believe that the Plan provides for a larger distribution to the Debtors' creditors than would otherwise result from any other available alternative," the disclosure statement asserts. "Accordingly, the Debtors recommend that Holders of Claims and Interests entitled to vote on the Plan vote to accept the Plan and support Confirmation of the Plan."
A disclosure statement hearing is scheduled for May 29, 2025, with a confirmation hearing proposed for July 22, 2025. Key deadlines include a voting deadline and plan objection deadline of July 14, 2025.
The bankruptcy case comes amid broader challenges in the renewable fuels industry, including the December 2024 expiration of the Biodiesel Blenders' Tax Credit and its replacement with the Section 45Z Clean Fuel Production Tax Credit, which has created uncertainty across the sector due to structural differences and lack of implementation guidance.
Norton Rose Fulbright US LLP and Kirkland & Ellis LLP are serving as co-counsel to Global Clean Energy Holdings and its affiliated debtors. The case is being overseen by Judge ARP in the Southern District of Texas Bankruptcy Court (Case No. 25-90113).
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