Benson Hill, Inc. · OTC:BHILQ

Benson Hill — SPAC Merger (May 2021)

57 slides from Benson Hill's SPAC merger presentation, May 10, 2021

  1. Slide 1: Investor Presentation May 2021

    Investor Presentation May 2021

  2. Slide 2: Disclaimer

    2 Disclaimer This presentation was prepared exclusively by Goldman Sachs & Co. LLC (“GS”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Barclays Capital Inc. (“Barclays”) (and, together with GS and Credit Suisse, “we” or “us”) on a confidential basis and is being delivered to a limited n

  3. Slide 3: Disclaimer (Cont'd)

    3 Disclaimer (Cont’d) Use of Projections and Financial Information Trademarks and Trade Names This presentation contains financial forecasts relating to the anticipated future financial performance of Benson Hill, the proposed acquiror and the combined company. For example, projections of future EBI

  4. Slide 4: Disclaimer (Cont'd)

    4 Disclaimer (Cont’d) This presentation provides summary information only and is being delivered solely for informational purposes. The recipient of this presentation acknowledges that: 1. GS, Credit Suisse, Barclays, Star Peak II and Benson Hill do not provide legal, tax or accounting advice of any

  5. Slide 5: Risk Factors

    5 Risk Factors Investing in this transaction involves a high degree of risk. Below is a summary of certain risk factors that make an investment in this transaction speculative or risk. This summary is not comprehensive. Additional discussion of the risks and uncertainties summarized in this risk fac

  6. Slide 6: Star Peak has Identified Benson Hill as the Leading Food Technology Platform

    6 Star Peak has Identified Benson Hill as the Leading Food Technology Platform Driving the Plant-Based Revolution • Consumer-centric approach driving crop innovation to improve food by unlocking the natural genetic diversity of plants Leading platform that integrates data science with plant genomics

  7. Slide 7: Star Peak: Focused on Sustainability

    7 Star Peak: Focused on Sustainability Mike C. Morgan Chairman Co-founding Partner, Chairman, and CEO of Triangle Peak Partners, LP Eric Scheyer CEO Head of Magnetar Energy and Infrastructure Group since its inception Star Peak Energy Transition Corp (Dec 4, 2020)(2) Star Peak Corp II 12+ Years Part

  8. Slide 8: Star Peak's Extensive Due Diligence Process

    8 Star Peak’s Extensive Due Diligence Process Validates Benson Hill as an Exceptional Investment Opportunity Star Peak engaged on an exclusive basis to complete a detailed due diligence process Process included leading industry advisors and consultants Star Peak conducted interviews with numerous cu

  9. Slide 9: Current Food System Must Evolve to Improve Human Health and the Planet

    9 Current Food System Must Evolve to Improve Human Health and the Planet HUMAN HEALTH IMPACT ENVIRONMENTAL IMPACT CONSUMERS WANT CHANGE 67 39 1.7tn 1.7tn+ 27 8 GtCO2e of GHG emissions caused by cattle and dairy, equivalent to U.S. emissions(3) $ $ % % % of consumers are open to changing their eating

  10. Slide 10: Unlocking the Full Potential of the Plant-Based Revolution

    10 Unlocking the Full Potential of the Pla …A Better Seed… t-Based Revolution Requires… …and an Integrated Solution Processor / Wholesale Supplier Food/Beverage Company Farmer Breeder & Seed Producer Food Service Retail Consumer Seed innovation enables more healthy, sustainable, great tasting food a

  11. Slide 11: A Food Technology Leader Supplying the 'Picks and Shovels'

    11 A Food Technology Leader Supplying the ‘Picks and Shovels’ of the Plant-Based Revolution Significant and Growing Addressable Market Unique and Proprietary Innovation Engine: CropOS ® Capitalized for Growth Rapidly Growing Revenue at Commercial Inflection $102mm of revenue in 2020(5) ~46% projecte

  12. Slide 12: Building a Modern Food Company with a Consumer-Centric Approach

    12 Building a Modern Food Company with a Consumer-Centric Approach Across the Food System Headquarters: St. Louis, MO 337 An Integrated Approach to Innovation 2012 Total Employees Founded 200+ 120+ Plant Science Cutting-Edge Plant Genomics Data Science Data Analytics & AI / ML Granted and pending pa

  13. Slide 13: Benson Hill Unlocks Sustainability Benefits at Each Step of the Value Chain

    13 Benson Hill Unlocks Sustainability Benefits at Value Chain Each Step of the On-Farm Impacts Processing Impacts Product Impacts Benson Hill’s products and integrated model are expected to contribute to food system sustainability savings and >80% CO2e offset vs. beef(3) based protein products for c

  14. Slide 14: Technology Required to Meet Evolving Consumer Demands

    14 Technology Required to Meet Evolving Consumer Demands TECHNOLOGICAL INNOVATION ELIMINATES THE NEED TO COMPROMISE ON QUALITY QUALITY HAS BEEN SACRIFICED CONSUMER DEMAND FUELING MASSIVE MARKET OPPORTUNITY Over the last 30 years... …but 4% reduction in protein content(2) >50% CPG category growth dri

  15. Slide 15: Existing Food System Not Equipped to Meet Evolving Consumer Demands

    15 Existing Food System Not Equipped to Meet Evolving Consumer Demands Processor/ Wholesale Supplier Farmer Food/Beverage Company Breeder & Seed Producer Consumer Source: Benson Hill.

  16. Slide 16: We Enable "Better from the Beginning" Through an Integrated Model

    16 We Enable “Better from the Beginning” Through an Integrated Model To Create a More Responsive, Healthy Food System Processor/ Wholesale Supplier • • Acreage Grower relationships • Removal of steps Processing capabilities Food/ Beverage Company • Farmer Breeder & Seed Producer • • • Data library S

  17. Slide 17: How We Provide Value to the Supply Chain & Consumers

    17 How We Provide Value to the Supply Chain & Consumers Benson Hill’s Technology Leverages Seeds’ Genetic Diversity to: • Increase Protein Content Potential Benefits to Brands and Consumers: PLANT-BASED BURGER • Fewer Additives • Enhance Flavor Profile • Reduce Agricultural Resource Intensity • Redu

  18. Slide 18: Introduction to CropOS Food Innovation Engine

    18 Introduction to CropOS® Food Innovation Engine Driven by a Robust, Proprietary and Ever-Expanding Data Library Technology Platform Product Development DESIGN TEST • • Food science & formulation Agronomy & environmental optimization Product placement & optimization • • • Genomics Artificial intell

  19. Slide 19: Predictive and Prescriptive AI/ML CropOS Data Library

    19 Predictive and Prescriptive AI/ML CropOS® Combines Data Across Multiple Domains to Enable Simulation Enables exploration and optimization Pipeline Design Billions of virtual seeds in millions of pipelines WHY OUR DATA LIBRARY IS DIFFERENT Breeding Targets Genomic selection with prescriptive paren

  20. Slide 20: CropOS Data Creates Actionable Insights for Plant Breeding

    20 PROPRIETARY APPLICATIONS CropOS® Data Creates Actionable Insights for Plant Breeding, Genome Editing, and Product Optimization Global genetic diversity mapped to >5,800 unique, sequenced proprietary germplasm Design DATA ANALYTICS DATA FUSION >18 million gene expression measurements covering 560

  21. Slide 21: Proprietary Gene Editing and Speed Breeding Enable Rapid Prototyping

    21 Proprietary Gene Editing Speed Breeding Enable Rapid Prototyping and BENSON HILL HAS DISCOVERED AND VALIDATED A LARGE PROPRIETARY PORTFOLIO OF CRISPR NUCLEASES • 47,000 sq ft facility with 20,000 sq ft of dynamically adaptive Conviron growth chambers Build • Precise environmental control 365 days

  22. Slide 22: Environmental and Genetic Models Optimize Field-Specific Product Outcomes

    22 Environmental and Genetic Models Optimize Field-Specific Product Outcomes ROBUST PRODUCTION AND RESEARCH FOOTPRINT Research Production RESULTS IDENTIFY FIELDS WITH PROTEIN LIFT Test CropOS ® fuses information from drone and satellite imagery, farmer-contributed data, agronomist sampling and batch

  23. Slide 23: Demand for Plant-Based Protein Cannot be Met by Existing Food System

    23 Demand for Plant-Based Protein Cannot be Met by Existing Food System DEMAND FOR PLANT-BASED PROTEIN IS GROWING RAPIDLY… …BUT CAN’T BE SATISFIED USING CURRENT TECHNOLOGY(3) 1.6 Value of meat substitute market expected to reach $140bn by 2029 (vs. $14bn today), growing at a 1.4 1.2 1.0 ~26% CAGR(2)

  24. Slide 24: Case Study: Ultra High Protein (UHP) Soybean

    24 Current Industry Practice Benson Hill Enabled Case Study: Ultra High Protein (UHP) Soybean Ingredient ~6-8 Year Head Start (Planting in 2021) CropOS® Accelerated Creation of UHP Varieties 1. UHP opportunity identified through big data fusion and CropOS® : Phenotypic, Soil Health, Microbiome 3. En

  25. Slide 25: Case Study: Yellow Pea

    25 Case Study: Yellow Pea (In Development, Medium Term) ~2-3 Year Head Start Our Program Today 40% x PPI Replacement Using CropOS® platform to accelerate innovation in Yellow Pea 1. Genomic data used to understand and optimize diversity of parents and crosses 23% Benson Hill Genetics Commodity Genet

  26. Slide 26: Our Robust Pipeline of Products Targeting Large and Rapidly Expanding Markets

    26 Our Robust Pipeline of Products Targeting Large and Rapidly Expanding Markets Commercial(1) sustainable Medium Term Plant-Based Foods (80%+ protein) sustainable Medium Term Plant-Based Foods yellow pea sustainable 2021/2022 Animal Feed substitute sustainable 2020/2021 Cooking Oil omega-9 fatty ac

  27. Slide 27: Our Playbook for Growth Accelerates Commercialization

    27 Our Playbook for Growth Accelerates Commercialization… Mature End State Step 1 Create the Foundation Step 2 Integrated Route to Step 3 Broad Adoption Market • • Market entry Build relationships across the value chain Low capital investment • • • Prove product concept Ensure traceability Capital i

  28. Slide 28: And Drives Accelerated Growth While Mitigating Scale-up Risk

    28 …And Drives Accelerated Growth While Mitigating Scale-up Risk Step 1 Create the Foundation Step 2 Integrated Route to Market Step 3 Broad Adoption Seed Breeder/ Seed Producer (1) Farmer Processor/ Wholesale Supplier Food/Beverage Company and Food Service/Retail (1) Provide seed and purchase agree

  29. Slide 29: Our Business Today

    29 Our Business Today • • • • Ingredients provider to fast growing end markets 10+ year grower relationships Human food grade, including non-GMO & Kosher certified options ~150,000 acres in 2021 (providing revenue visibility into 2022) • • • Fresh vegetable grower-packer-shipper Long-standing retail

  30. Slide 30: Executive Leadership Team with Diverse Business and Technical Backgrounds

    30 Executive Leadership Team with Diverse Business and Technical Backgrounds Across the Food System Matt Crisp President & CEO Serial AgriFood entrepreneur and former life sciences venture capital partner DeAnn Brunts Chief Financial Officer Experienced public company board member, CFO and corporate

  31. Slide 31: Public-Market Ready Board of Directors

    31 Public-Market Ready Board of Directors Dan Jacobi Chairman Deanie Elsner Director David Lee Director Linda Whitley-Taylor Director Andy Wheeler Director Stephan Dolezalek Director Matt Crisp Director & CEO Craig Rohr Director DeAnn Brunts Director & CFO Source: Benson Hill. Note: Additional Star

  32. Slide 32: Recent Highlights and Upcoming Milestones

    32 Recent Highlights and Upcoming Milestones Recent Successes xUltra-High Protein commercial launch accelerated to 2021/2022 Expected Near-Term Milestones xContracting at / above targeted 2021 acreage, providing visibility into 2022 revenue x5 MOUs with top global AgriFood companies TM xCommercial l

  33. Slide 33: Positioned to Capitalize on Massive Growth Opportunity

    33 Positioned to Capitalize on Massive Growth Opportunity Net Cash Available for Growth ~$650mm(1) Debt on Balance Sheet Balance Sheet Strength Provides flexibility to attack large and growing markets Geographic Expansion Expansion into rapidly growing international markets with new and existing par

  34. Slide 34: Financial Forecast Section

    34 Financial Forecast Section

  35. Slide 35: Introduction to Benson Hill's Economic Model

    35 Introduction to Benson Hill’s Economic Model Ingredients Segment Fresh Segment ~30-40% Gross Margins As commercialization ramps High Teens Gross Margins Steady single digit revenue growth • Significant near-term growth driven by existing proprietary products and robust pipeline Two-sided business

  36. Slide 36: Robust Growth Driven by Existing Products

    36 Robust Growth Driven by Existing Products $ 1,472 Partnerships/Royalties ~100% CAGR Ingredients ~49% CAGR Fresh ~5% CAGR $ 36 $ 127 $ 4 $ 5 $ $ 6 102 (1) 2020A 2021E 2022E 2023E 2024E 2025E 2026E 2027E FreshIngredientsPartnerships/Royalties Partnerships/Royalties Fresh Ingredients Source: Benson

  37. Slide 37: Expect Significant Gross Margin Expansion Over Time

    37 Expect Significant Gross Margin Expansion Over Time Gross Profit by Segment ($mm) Blended Gross Margin % UHP Costs ($/st) (Indexed) 48 % $703 43 % 100% 38 % 21 % 13 % 12 % 9 % FRESH $32 $12 $12 $2 1 % (1) 2020A 2021E 2022E 2023E 2024E 2025E 2020A(1)2021E 2026E 2027E 2022 UHP Cost ($/st) White Fla

  38. Slide 38: Key Performance Indicators

    38 Key Performance Indicators Ingredients and Partnerships/Royalties 1,446,975 95 % 91 % 87 % 80 % 795,023 73 % 473,000 59 % 410,818 336,901 433,000 50 % 283,456 205,868 225,433 101,740 45 % (1) 2023E 2024E 2025E 2026E 2027E 2020A 2021E 2022E 2023E 2024E 2025E 2026E 2027E $ 1,538 $ 661 $ 506 $ 1,253

  39. Slide 39: Delivering Growth with Rapidly Expanding Margins

    39 Delivering Growth with Rapidly Expanding Margins (1) ($mm) 2020A 2021E 2022E 2023E 2024E 2025E 2026E 2027E YoY Growth 24 % 27 % 55 % 39 % 61 % 54 % 71 % Gross Margin Research Expenses(2) Development Expenses(2) G&A Expenses Other Operating Expenses 12 % NA NA 25 17 9 % $ 20 19 28 32 1 % $ 22 22 3

  40. Slide 40: Detailed Transaction Overview

    40 Detailed Transaction Overview Transaction Highlights (1) Sources and Uses • Star Peak has ~$403mm in cash held in the trust account PIPE size of $225mm Committed Equity PIPE Star Peak Trust Benson Hill Shareholder Equity Rollover $ 225 403 1,300 11.7 % 20.9 67.4 Stock to Benson Hill Shareholders

  41. Slide 41: Public References for Benson Hill

    41 Public References for Benson Hill Higher Growth Companies Slower Growth Mature Companies Public Market References Beyond Meat AppHarvest Other Ingredients(1) x High growth x Proprietary technological platforms x Health & wellness end-market focus x Proprietary technological platforms x Food / nut

  42. Slide 42: Benson Hill Compares Favorably vs. Public Market References

    42 Benson Hill Compares Favorably vs. Public Market References Slower Growth Mature Companies Higher Growth Companies References (2021E-2027E) (2025E-2027E) (2026E) Source: Benson Hill, Bloomberg, CapIQ, IBES consensus estimates and company disclosures; market data as of 30-Apr-2021. (1) Other Ingre

  43. Slide 43: Growth Trajectory and Margin Profile Benchmark Favorably

    43 Benson Hill’s Growth Trajectory and Margin Profile Benchmark Favorably vs. Public Market References Higher Growth Companies Slower Growth Mature Companies ’21E – ’23E CAGR Peer Median: 101% 163% 71% Peer Median: 34% Peer Median: 11% Peer Median: 5% 55% 54% 20% 11% 10% '21E '22E '23E '24E '25E '26

  44. Slide 44: Implied Revenue Multiples Are at a Discount to Public Market References

    44 Benson Hill’s Implied Revenue Multiples Are at a Discount to Public Market References Higher Growth Companies Slower Growth Mature Companies CY 2022E EV / Revenue '21E 10.6x 34x '22E 8.4x 19x 14x 12x 4x 3x '23E Other Ingredients(1) Beyond Meat AppHarvest(2) '24E CY 2023E EV / Revenue Peer Median:

  45. Slide 45: Benson Hill Has Significant Upside Potential

    45 Benson Hill Has Significant Upside Potential Implied Enterprise Value Based on Public Market References Trading Valuations Transaction Valuation Implied Future Enterprise Value Discounted Enterprise Value Enterprise Value $$55,,66066 $4,,220055 $$22,,9962 $$22,,2221 $$1,13,35511 DiDsciosucnoteudn

  46. Slide 46: Investment Thesis

    46 Investment Thesis 2. Unique and Proprietary Innovation Engine: CropOS ® 4. Rapidly Growing Revenue at Commercial Inflection 1. Significant and Growing Addressable Market 3. Capitalized for Growth Benson Hill is a pure play ESG investment opportunity Source: Benson Hill.

  47. Slide 47: Appendix

    47 Appendix

  48. Slide 48: Expansive Platform Opportunity

    Expansive Platform Opportunity Food Made Better From The Beginning Food technology company: A category-defining company unlocking the natural genetic diversity of plants to lead the plant-based food revolution for healthier and more sustainable food and ingredient choices Proprietary CropOS® technol

  49. Slide 49: Glossary

    49 Glossary Item Definition Source: Benson Hill. ABCD in Ag4 companies, ADM, Bunge, Cargill, and Louis Dreyfus, which control 70% of the grain industry AgronomyThe science of soil management and crop production Constraint ofThe constraints on innovation life cycles that come with working with comple

  50. Slide 50: Glossary (Cont'd)

    50 Glossary (Cont’d) Item Definition Source: Benson Hill. Pea Protein IsolateA plant-based protein ingredient isolated from mostly yellow pea grain that is highly processed and used in human food applications. Pea (PPI)Protein Isolate typically has a protein content of 80% or greater on a moisture f

  51. Slide 51: Serviceable Addressable Market Overview

    51 Serviceable Addressable Market Overview ($ in billions) UHP Soy for Plant-Based Meat UHP Soy for Starter Feed UHP Soy for Aquaculture Feed 2.8 13.0 2.6 12.2 2.5 11.5 2.3 0.53 10.3 2.2 0.51 0.52 0.52 2.1 0.49 0.50 0.50 2.0 8.8 1.9 0.48 0.48 0.49 1.8 7.4 1.7 1.6 6.3 5.3 0.44 4.6 4.5 4.3 '20E '21E '

  52. Slide 52: ESG is in our Product Impact, Our Culture and our Long-term Value

    52 ESG is in our Product Impact, Our Culture and our Long-term Value Benson Hill believes in impacting our community and our environment in a positive manner, advancing our food system with the purpose of enriching the lives of producers and consumers through a strong connection to our stakeholders

  53. Slide 53: Supported by Best-in-Class Scientific Experts

    53 Supported by Best-in-Class Scientific Experts Scientific Advisory Board Todd Mockler Co-Founder and Chair, SAB Plant System Biology and Bioinformatics Julia Bailey-Serres SAB Member Chase Beisel SAB Member Plant Cell Biology CRISPR Gene Editing Rex Bernardo SAB Member Asaph Cousins SAB Member Gar

  54. Slide 54: Audited GAAP Income Statement

    54 Audited GAAP Income Statement Year Ended December 31, ($000s) 2018 2019 2020 Revenues Cost of sales Gross profit $ 4,269 677 $ 79,523 70,961 $ 114,348 102,430 3,592 8,562 11,918 Operating expenses Research and development Selling, general and administrative expenses Impairment of goodwill Total o

  55. Slide 55: Audited GAAP Cash Flow Statement

    55 Audited GAAP Cash Flow Statement Year Ended December 31, ($000s) 2018 2019 2020 Operating activities Net loss Adjustments to reconcile net loss to net cash used in operating activities Changes in operating assets and liabilities $(18,089) 948 3,778 $(43,910) 4,781 (5,224) $(67,159) 17,011 (2,530)

  56. Slide 56: Audited GAAP Balance Sheet

    56 Audited GAAP Balance Sheet Year Ended December 31, ($000s) 2019 2020 Assets Current assets Cash and cash equivalents Marketable securities Accounts receivable, net Inventories, net Prepaid expenses and other current assets Total current assets $ 2,616 8,315 15,097 7,169 2,546 $ 9,743 100,334 14,2

  57. Slide 57: Audited GAAP Balance Sheet (Cont'd)

    57 Audited GAAP Balance Sheet (Cont’d) Year Ended December 31, ($000s) 2019 2020 Liabilities, redeemable convertible preferred stock, and stockholder's deficit Current liabilities Accounts payable Revolving line of credit Current lease liability Current maturities of long-term debt Accrued expenses

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