Benson Hill to Combine With Star Peak Corp II (STPC)

Benson Hill, Inc. (the “Company” or “Benson Hill”), a food technology company unlocking the natural genetic diversity of plants, announced today that it will become publicly listed through a business combination with Star Peak Corp II (NYSE: STPC) (“Star Peak”). Upon closing of the transaction, the combined company will be named “Benson Hill, Inc.” and is expected to be listed on the New York Stock Exchange under the new ticker symbol “BHIL”. Matt Crisp, Chief Executive Officer of Benson Hill, will lead the combined company.

Benson Hill: Category-Defining Company Merging Food Technology and Innovative Plant-to-Plate Business Model

Benson Hill is a food technology company that uses artificial intelligence (AI), data and a variety of breeding techniques to create innovative food and ingredient products. Starting with the seed and through an integrated business model, the Company works with partners and growers to bring products to market that meet consumer needs for food that is healthier, more sustainable, more affordable and better tasting.

Benson Hill’s proprietary CropOS® technology platform uses predictive analytics to simulate tens of millions of genetic outcomes for plants, referencing an ever-expanding and unmatched data library. The technology has the potential to shave years off the traditional crop breeding process, shortening the time to market, and decreasing development costs for new food and ingredient products. Benson Hill’s approach is tailored to meet consumer demand and link the interests of both growers and consumers, which has been a historical divide in the food system.

With CropOS®, Benson Hill is working to:

• Leverage the vast natural genetic diversity within plants to simultaneously optimize for quality traits such as nutrition and flavor profiles, as well as yield;

• Improve sustainability through plant breeding innovations that can use fewer resources, including displacing the need for certain expensive water- and energy-intensive ingredient processing steps typically required to produce protein-rich ingredients used in plant-based meat alternatives; and

• Increase access to healthier foods capable of delivering more nutrients that consumers are demanding, while offering cleaner labels for food companies and retailers.

Benson Hill deploys an innovative go-to-market approach that significantly reduces technological and product risk. An integrated supply chain ensures plant-to-plate traceability and preserves product identity needed to validate sustainability and product benefits to customers. This approach can help facilitate broad adoption through production partnerships and licensing agreements as customer and consumer demand increases.

Ingredients and Fresh Business Segments Delivering Innovative Products

Benson Hill operates two business segments, Ingredients and Fresh, which can leverage the Company’s AI-driven proprietary CropOS® technology platform and integrated production systems to deliver enhanced products.

The Ingredients segment is focused on enhancing soybean and yellow pea ingredients for the fast-growing plant-based protein market as well as pet food and animal feed inputs. In soy, Benson Hill is working with its partner growers to scale production of Ultra-High Protein (UHP) soybean varieties in 2021, which can reduce processing costs and water and energy usage. In yellow pea, the Company has developed a comprehensive genomic map that, in combination with its CropOS® platform, enables Benson Hill to accelerate its breeding program to develop uniquely differentiated varieties. Leveraging these capabilities, Benson Hill is working on a pipeline of products with the potential to significantly reduce off-flavors, increase protein content and ultimately displace the need for expensive, energy- and water-intensive processing steps typically required to produce protein ingredients used in plant-based meat alternatives.

The Fresh business segment is positioned to deliver differentiated fresh produce to meet consumer and grower demand by combining Benson Hill’s advanced technology capabilities with an extensive grower base, distribution network, and retail relationships of J&J Family of Farms, Inc., its integrated field produce subsidiary. With its powerful technology and valuable grower partnerships, the business segment is well-positioned in the years to come to develop and commercialize differentiated produce and “functional foods” with the potential to serve the growing food health convergence between the produce and pharmacy aisles.

Management Comments

“At Benson Hill, we believe the natural genetic diversity of plants has untapped potential to make great-tasting food and ingredient choices that are healthier, more sustainable, and more affordable,” said Matt Crisp, Chief Executive Officer of Benson Hill. “Since our founding in 2012, we have developed our CropOS® technology platform to combine data science, plant science, and food science, a truly differentiating convergence of disciplines. As a result of this technology innovation and our go-to-market approach, we are now at the launch phase to deliver and help meet the explosive demand for plant-based ingredients that can displace processing steps, reduce additives, and serve as the ‘picks and shovels’ for the plant-based food revolution.”

“This transaction will empower Benson Hill’s continued rapid growth and commercial expansion, providing access to resources to drive scale by strengthening our proprietary technology platform, growing partnerships across the supply chain, and expanding product commercialization efforts. We believe we are now poised to take Benson Hill to new levels with a partner in Star Peak that shares our commitment to sustainability. We look forward to working closely with the Star Peak team to create value for our shareholders, value chain partners, farmers, and consumers as we help shape the future of food.”

Mike Morgan, Chairman of Star Peak, commented, “Benson Hill is a truly category-defining food technology company, with a game-changing technology platform and a significant and growing addressable market, that’s the first of its kind to go public. Benson Hill and its exceptional management team perfectly align with Star Peak’s mission to provide growth capital to a market-leading business focused on sustainability and decarbonization. We believe Benson Hill is well positioned to be a market leader in the plant-based food revolution and will drive significant benefits for both human health and the planet.”

“We believe Benson Hill is at the epicenter of the evolution in our food system, with a business model that’s capable of materially transforming the sector by accelerating novel products’ paths to market and scale,” Eric Scheyer, Chief Executive Officer of Star Peak, added. “We furthermore believe that Benson Hill represents an attractive opportunity to capitalize on the scarcity value of high-quality public food technology companies with attractive ESG characteristics.”

Benson Hill Investment Highlights:

• Significant and Growing Addressable Market Opportunity: The fast growing plant-based meat segment is estimated to reach $140 billion by 2029, and the overall addressable market for the agri-food industry is estimated at $5 trillion.

• Pure Play ESG Investment Opportunity: Benson Hill’s business model unlocks environmental and social benefits on farm and at all stages of product production, and aligns with U.N. Sustainable Development Goals.

• Unique and Proprietary Innovation Engine – CropOS®: The Company has a robust proprietary data library that is expected to double in size every year, with high-performance soybean breeding data, hundreds of billions of data points to understand natural genetic variation for biodiversity, and 120,000 unique plant genomes across 27 species incorporated to-date. CropOS® leverages this data library to accelerate Benson Hill’s product paths to market.

• Capitalized for Growth: The transaction is expected to result in a strong, debt free balance sheet1 to execute on the Company’s strategic plan.

• Rapidly Growing Revenue at Commercial Inflection: The Company generated $102 million in revenue in 20202 and is projecting robust near-term growth, driven by existing and validated products. The commercialization of innovative products in the Ingredients segment is expected to deliver annual topline growth in the range of 50% to 100% in the near-term. Over the longer-term, the Company expects its focus on production partnerships, licensing and royalties will help it scale and deliver products across numerous end-markets, including those in animal feed, pet food, and human plant-based food ingredients.

Transaction Overview

Following the close, Benson Hill will have a pro forma enterprise value of approximately $1.35 billion based on the $10.00 per share price of Star Peak common stock and assuming no redemptions by Star Peak shareholders. The transaction will provide approximately $625 million in gross proceeds to the Company (assuming no redemptions by Star Peak shareholders), including an oversubscribed and upsized $225 million fully committed common stock PIPE at $10.00 per share, demonstrating strong support from investors including funds and accounts managed by BlackRock, Van Eck Associates Corporation, Hedosophia, Lazard Asset Management, Post Holdings, existing Benson Hill investors and affiliates of Star Peak. Benson Hill intends to use proceeds from the transaction to accelerate investments in CropOS®, strengthen partner development efforts, support product commercialization and expand into new agri-food markets. Benson Hill’s existing shareholders will convert 100% of their ownership stakes into the new company.

The transaction has been unanimously approved by the Boards of Directors of both Benson Hill and Star Peak. It is expected to close in the third quarter of 2021, subject to the satisfaction of customary closing conditions, including the approval of Star Peak’s shareholders and Benson Hill shareholders.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Star Peak today with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

Advisors

Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC are serving as joint financial advisors and capital markets advisors to Star Peak and as co-placement agents on the PIPE offering. Kirkland & Ellis LLP is serving as legal advisor to Star Peak. Barclays is serving as exclusive financial advisor and capital markets advisor to Benson Hill, as well as co-placement agent on the PIPE offering. Winston & Strawn LLP is serving as legal advisor to Benson Hill.

Conference Call Information

Benson Hill and Star Peak will host a joint investor conference call to discuss the transaction today, May 10, 2021, at 8:30 a.m. ET. The conference call can be accessed by dialing +1 877-407-0789 within the U.S. or +1 201-689-8562 for all other locations.

A webcast of the conference call is also available at http://public.viavid.com/index.php?id=144813. A telephone replay will be available until May 24, 2021 by dialing +1 844-512-2921 within the U.S. or +1 412-317-6671 for international callers and entering the passcode 13719518. The conference call replay will also be accessible on Benson Hill’s investor relations website at https://bensonhill.com/investors.

About Benson Hill

Benson Hill moves food forward with the CropOS® platform, a cutting-edge food innovation engine that combines data science and machine learning with biology and genetics. Benson Hill empowers innovators to unlock nature’s genetic diversity from plant to plate, with the purpose of creating healthier, great-tasting food and ingredient options that are both widely accessible and sustainable. More information can be found at bensonhill.com or on Twitter at @bensonhillinc.

About Star Peak Corp II

Led by an experienced management team that has a long history of partnering with high-quality companies across the sustainability, energy infrastructure, renewables and technology landscape – and sponsored by Star Peak Sponsor II LLC, a group comprised of Michael C. Morgan and members of Magnetar Capital, Star Peak Corp II is a special purpose acquisition company created to identify and merge with a market-leading business well-positioned to capitalize on trends in sustainability and emissions reduction. For more information about Star Peak Corp II, visit stpc.starpeakcorp.com.

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