The existing business generated approximately $7 million per year in sales with gross margins of about 70% for the three-year period ending December 31, 2017. It can be expected to initially contribute about $2 million to $3 million per year to the Company’s earnings.
The joint venture also holds various investments in early-stage technology development companies, and the rights to many proprietary, patented, and patent-pending technologies, including (i) methods for real-time data acquisition, verification, and analytics in renewable energy applications, (ii) methods of using blockchain to manage commodity risk in emerging carbon and agricultural markets, (iii) low temperature catalysis of carbon dioxide into renewable fuels, (iv) power production from low temperature thermal emissions, and (v) methods to increase the efficiency and profitability of corn ethanol production facilities by intercepting and processing corn ethanol coproducts into value-added renewable offsets for fossil fuel-derived products.
“We’re very excited to complete this acquisition,” said Jeffrey Cosman, the Company’s Chief Executive Officer. “Not only is the transaction accretive to our balance sheet and earnings, but our existing biorefining technology portfolio has strong application potential in the corn ethanol industry – the primary industry in which GreenShift has operated for 15 years, and in which GreenShift has many existing licensees and relationships. We’re already speaking to some of those relationships about some extremely exciting proposals involving construction of co-located biorefineries based on our combined technologies.”
Summary Terms
The Company agreed to pay an earn-out based purchase price with a floor of $18 million. An initial payment was paid at closing in the form of restricted shares of the Company’s stock, including 180,000 shares of the Company’s Series G preferred stock. GreenShift is required to use the first proceeds received upon sale of the shares to pay or refinance its senior secured debt.
The transaction documents also include management agreements under which GreenShift has in essence ‘outsourced’ its operations to JVCo, which the parties have agreed to fully capitalize to meet a number of specific objectives, including servicing the continuing and future needs of licensees, investing in growth with the parties’ combined intellectual properties, protecting GreenShift’s intellectual properties, and supporting all pending and future litigation for infringement and related matters.
Patent Protection
JVCo’s rights cover a series of patents granted to GreenShift’s wholly-owned subsidiary, GS CleanTech Corporation (“CleanTech”), involving the extraction of oil from corn ethanol coproducts. About a third of the corn processed by dry mill ethanol plants is converted into ethanol. Another third is emitted to the atmosphere as a relatively pure stream of carbon dioxide. The final third is dried and sold as a commercial animal feed for about $0.08 per pound. CleanTech and its inventors developed and commercialized a process that intercepts the flow of that final third in the plant, extracts corn oil, and returns the stream back to the host for completion of drying. The extracted oil is then most commonly sold as a feedstock for refining into biodiesel for about $0.25 per pound.
CleanTech has licensed its portfolio of corn oil extraction patents to producers of about 12% of the 15 billion gallons of ethanol produced annually in the U.S. However, CleanTech estimates that upwards of 90% of the corn ethanol industry practices methods covered by CleanTech’s patents, and some of those patents are the subject of litigation which CleanTech has asserted against about 10% of the industry alleging infringing use since 2010.
To put those amounts into perspective, a 90% market adoption rate equates to an estimated industry-wide output of corn oil capable of offsetting more than about 20 million barrels of fossil fuel-derived crude oil per year, while saving trillions of cubic feet per year of natural gas, eliminating tens of millions of metric tons per year of greenhouse gas emissions, and infusing about $500 million per year of increased income into the corn ethanol industry. A single 100 million gallon per year ethanol plant extracting about a third of its oil will produce about 23 million pounds of oil per year, and about $4 million in bottom line revenue at current commodity prices. CleanTech’s early adopter licensees pay ongoing royalty fees equal to a percentage of their corn oil sales.
CleanTech suffered a setback in 2014, that has created an extraordinary opportunity for Attis, when, without having conducted a trial or holding a hearing on the merits, the District Court issued a summary judgment decision ruling that a 2003 bench test was proof that the patents-in-suit were reduced to practice and therefore invalid. Based thereon, the District Court made a later determination that the patents-in-suit were obtained by inequitable conduct. Those determinations and other related and derivative rulings, as well as all of the defendants’ adverse claims, were submitted to the United States Patent and Trademark Office (“USPTO”) as part of the prosecution of several additional post-ruling corn oil extraction patents. The USPTO allowed those patents after considering the very information that the District Court relied upon for its prior rulings. CleanTech has filed a Notice of Appeal seeking reversal of each of the adverse rulings, and appeal briefs will be filed in the coming months.
Cosman continued: “We believe that we can be helpful in resolving this litigation. CleanTech has compelling reasons for its beliefs that the District Court made some basic mistakes early on, and that each ruling was based on a misunderstanding of law that will be reversed. We’re familiar with the technologies and processes. We’ve looked at the history. We’re prepared to support the various stages of trial and appeal that may be necessary, but our primary focus will be on continued innovation, facilitating fair settlement, and investing in shared value creation with like-minded producers based on our full biorefining portfolio.”
Impact of Litigation Rights
The purchase price and other JVCo transaction terms were designed to value the transaction on the basis of JVCo’s existing business, investments, and multi-sector intellectual property rights – not including any matters that are subject to current or anticipated patent litigation, or CleanTech’s various contract and other claims involving more than $50 million in damages.
Additional information regarding the transaction will be made available online this week in the Company’s pending Current Report on Form 8K.
Source: Company Press Release
