Global Clean Energy Holdings: $40M Refinery to $2B Prepackaged Restructuring

Global Clean Energy Holdings, Inc., the Bakersfield, California-based renewable fuels company that acquired an idled refinery for $40 million in 2020 and accumulated over $2 billion in debt converting it to renewable diesel production, filed a prepackaged chapter 11 in April 2025 after a nearly $950 million dispute with its EPC contractor CTCI Americas, project delays exceeding three years, and ExxonMobil's exit as offtake partner. The company emerged 118 days later as Grapevine Energy Holdings, LLC, with senior lenders led by OIC and CTCI converting their claims to 100% ownership while public shareholders received nothing. The First Day Declaration filed by CRO John Walsh detailed the company's path from $40 million acquisition to $2 billion in accumulated debt.

The case involved significant capital requirements and execution risk in renewable fuel infrastructure projects. The company acquired an idled California refinery to access the state's Low Carbon Fuel Standard credit market and later pursued a multi-billion dollar restructuring after construction delays, contractor disputes, and partner departures exhausted its financial resources. The prepackaged chapter 11 allowed Global Clean Energy to resolve the CTCI claim, convert secured debt to equity, and emerge with a post-confirmation capital structure while preserving operations at the now-functional Bakersfield facility.

Company Background

Global Clean Energy Holdings pursued vertical integration in renewable diesel production, combining proprietary camelina feedstock operations with refinery infrastructure positioned in the most valuable compliance market in the United States. The strategy required substantial capital investment across multiple business lines, and costs outpaced the company's ability to generate returns before exhausting available funding.

Bakersfield Renewable Fuels Facility.

Global Clean Energy acquired the Bakersfield refinery on May 7, 2020, purchasing the idled facility from Delek US Holdings, Inc. (formerly known as Alon Bakersfield Properties, Inc.) for $40 million. The acquisition targeted renewable diesel economics: the facility's California location provided access to the state's Low Carbon Fuel Standard credit market—the largest compliance market in the United States—where producers of low-carbon fuels receive tradeable credits worth hundreds of millions of dollars annually.

The facility's specifications made it one of the larger renewable diesel projects under development in North America. With design capacity of 15,000 barrels per day—approximately 210 million gallons annually—the refinery would rank among the larger renewable diesel producers in the country when fully operational. The Haldor Topsoe AS HydroFlex technology licensed for the conversion provided a processing platform for transforming renewable feedstocks into drop-in diesel replacements.

The strategy's success depended on two factors: completing the refinery conversion on budget and schedule, and securing long-term offtake agreements to provide revenue visibility. Both became problematic, with construction delays measured in years rather than months and the anchor offtake partner departing before operations commenced.

Camelina Feedstock Operations.

Global Clean Energy pursued vertical integration through proprietary feedstock production, a differentiation strategy intended to provide both supply security and cost advantages. The company's March 2013 acquisition of Sustainable Oils, LLC—described at the time as the global leader in camelina genetics and production—formed the foundation of this strategy.

The Sustainable Oils acquisition provided several valuable assets. The company obtained the world's largest camelina patent and intellectual property portfolio, along with proprietary camelina varieties certified for both the EPA's Renewable Fuel Standard and California's Low Carbon Fuel Standard programs. Prior to acquisition, Sustainable Oils had generated more than $20 million in revenues from camelina operations over four years.

Camelina offered appeal as a renewable feedstock because it qualified as the only non-food based crop approved by the EPA as an advanced biofuel for Renewable Identification Number (RIN) generation. This regulatory status meant camelina-based fuels commanded premium credit values compared to fuels produced from food-based feedstocks like soybean or canola oil.

The company expanded its farming footprint, contracting 65,000 acres of camelina in 2023 across Idaho, Colorado, Kansas, Montana, Oregon, and Washington through wholly owned subsidiary Sustainable Oils, Inc.

In September 2022, the USDA selected Global Clean Energy for a climate-smart commodities grant of up to $30 million to validate camelina as an ultra-low carbon renewable fuel feedstock. The program received over 450 applications for initial funding.

Key Partnership Timeline

The project's commercial viability depended on strategic partnerships that ended before the restructuring and preceded the chapter 11 filing.

The ExxonMobil offtake agreement represented a central component of the original project financing structure. When ExxonMobil agreed in April 2019 to purchase 85 million gallons of renewable diesel—later expanded in 2021 to 5 million barrels annually—the commitment provided revenue visibility used to support construction financing.

ExxonMobil's May 2023 departure removed this foundation. With the project over a year behind its August 2021 completion target and running hundreds of millions of dollars over budget, ExxonMobil acted to nullify the agreement. The departure led Global Clean Energy to seek alternative arrangements.

Pre-Filing Distress

Construction Delays and Cost Overruns.

The Bakersfield refinery conversion suffered delays. The original completion target of August 31, 2021 did not hold—the facility did not achieve commercial operations until December 2024, a delay exceeding 39 months.

The project ran hundreds of millions of dollars over its original budget. These cost overruns consumed capital that the company had expected to deploy toward other purposes, including feedstock procurement and working capital. Each quarter of delay added carrying costs on existing debt while pushing out the date when the refinery could begin generating revenue.

The delays also affected key stakeholders. ExxonMobil's departure in May 2023 followed the project's missed timeline and cost overruns. The Vitol agreement executed in June 2024 included operational milestones tied to production targets.

ExxonMobil Departure.

ExxonMobil's May 2023 exit from the offtake agreement was a key event in the company's trajectory toward distress. The oil major had been the project's anchor customer.

The departure also had direct financial consequences. Global Clean Energy paid ExxonMobil $18.2 million as a settlement and cancelled all 125,000 shares of Class C preferred stock that ExxonMobil had owned. These payments consumed cash at a time when the company was already struggling with construction cost overruns.

The ExxonMobil exit required the company to negotiate replacement arrangements. The Vitol agreement that followed included operational milestones and termination provisions as the refinery approached completion.

Vitol Lifeline.

Vitol's June 2024 agreement made Vitol the exclusive supplier of renewable feedstocks to the Bakersfield plant and exclusive offtaker of all renewable diesel and naphtha produced. The arrangement also included a $75 million working capital revolving credit facility.

The initial Vitol agreement allowed termination if the refinery was not producing 5,000 barrels per day by the end of October 2024, a tight deadline for the refinery's ramp. When it became clear the October deadline would not be met, the parties amended the agreement to extend the milestone to December 15, 2024.

The pressure to achieve operational status by mid-December 2024 coincided with the escalating CTCI dispute, and the company terminated its EPC contractor just days before the Vitol milestone.

CTCI Dispute.

The relationship with EPC contractor CTCI Americas ended in late 2024, generating the single largest claim in the bankruptcy case and a central dispute in the restructuring.

On October 21, 2024, Global Clean Energy terminated the EPC Agreement with CTCI for cause. The company exercised its right to complete remaining work itself and drew down $17.8 million from a letter of credit provided by CTCI. The termination occurred just days before the original October milestone in the Vitol agreement would have allowed Vitol to terminate its arrangements.

CTCI responded by recording a mechanic's lien against the facility for approximately $924.3 million on December 2, 2024. CTCI subsequently filed a foreclosure action seeking to enforce the lien, though this action was later stayed pending arbitration. In court filings, CTCI claimed total unpaid obligations of approximately $949.3 million.

The CTCI dispute complicated out-of-court restructuring efforts. With a single creditor asserting claims approaching $1 billion—a claim the company disputed—the company relied on the protections and mechanisms available under the Bankruptcy Code to resolve the capital structure. The mechanic's lien threatened the company's ability to operate the facility or sell assets, and the company pursued chapter 11.

Liquidity Crisis.

At filing, the company confronted a liquidity crisis. The First Day Declaration disclosed approximately $2 million in cash on hand against over $2 billion in total debt.

The company had limited liquidity runway without debtor-in-possession financing. The $2 million cash position was limited relative to operating expenses at a facility of Bakersfield's scale, and the company's ability to access capital markets was constrained by the CTCI lien and ongoing litigation.

Capital Structure at Filing

The company entered chapter 11 with a capital structure that reflected years of borrowing to fund construction costs that exceeded all original projections.

The trajectory from a $40 million acquisition to $2 billion in debt reflected the capital intensity of renewable fuel infrastructure. The company leveraged the original acquisition price by a factor of 50, a level of debt accumulation that left limited margin for the execution problems that materialized.

Key prepetition creditor constituencies. The secured term loan lenders, organized as an ad hoc group, held approximately 96% of the term loan debt. This concentration of holdings under an organized group led by OIC facilitated the RSA negotiations that enabled the prepackaged filing. Vitol held the revolving credit facility and maintained its position as the company's operating partner through its supply and offtake agreements. CTCI Americas, though disputing the amount owed, held what would be the second-largest claim in the case if its asserted position were fully allowed.

Restructuring Support Agreement

The debtors entered chapter 11 with a fully negotiated Restructuring Support Agreement that provided certainty for the prepackaged plan and secured commitments for the financing necessary to complete the case.

RSA Parties and Commitments.

The RSA structure reflected the reality that any reorganization required buy-in from the three largest creditor constituencies. The term lenders held the overwhelming majority of secured debt. Vitol controlled the company's access to feedstock supply and product markets. CTCI's disputed claim, if allowed in full, would represent a significant portion of the overall debt structure.

The agreement among these parties to resolve their competing claims through a negotiated plan—rather than protracted litigation—enabled the timeline that characterized the case. Each party committed to support the prepackaged plan, provide its portion of DIP financing, and refrain from actions that would undermine the restructuring.

Key RSA terms included support for the prepackaged chapter 11 plan, commitment to provide $250 million in DIP financing across three tranches, commitment to provide exit financing at emergence, resolution of the CTCI dispute through plan treatment, and a target timeline for emergence within approximately 120 days.

DIP Financing

Multi-Tranche Structure.

The DIP Motion outlined a multi-party financing structure reflecting the RSA resolution, with each major creditor constituency providing a portion of the $250 million commitment.

The three-tranche structure served multiple purposes beyond providing liquidity. By requiring each major constituency to contribute to the DIP, the structure aligned incentives around completion of the restructuring. CTCI's $75 million contribution reflected the inclusion of a dedicated CTCI payment facility within the DIP as part of the dispute resolution.

DIP Approval Timeline.

The court approved interim DIP financing on the first day, providing immediate liquidity to maintain operations. The Final DIP Order followed at the May 29, 2025 hearing, which also addressed the disclosure statement.

Prepackaged Chapter 11 Plan

Plan Documentation.

The case was filed with a fully negotiated prepackaged plan, with all necessary documentation submitted on the petition date.

The prepackaged structure meant that voting occurred before the filing, with the company entering bankruptcy with the requisite acceptances already secured. This approach enabled the timeline, as the court could proceed directly to Disclosure Statement approval and confirmation without the delays inherent in a traditional solicitation process.

Plan Treatment by Class.

The plan's treatment reflected the value break within the capital structure. Senior secured lenders and CTCI received equity in the reorganized company, reflecting the negotiated resolution of their competing claims. General unsecured creditors received limited distributions on a pro rata basis. Existing public shareholders—holders of GCEH stock—received nothing, as the enterprise value did not extend to the equity level.

Debt-for-equity conversion. The core transaction converted secured lender claims and the negotiated CTCI claim to 100% ownership of the reorganized company. This eliminated over $2 billion in debt from the balance sheet.

Post-Emergence Structure.

The Confirmation Order approved the plan, and the company emerged as Grapevine Energy Holdings, LLC, reflecting the new ownership structure. The transition from public company (GCEH, formerly traded on NASDAQ) to private ownership under Grapevine Energy changed the company's governance and reporting obligations.

New leadership. Igor Radomyshelsky was appointed Interim CEO, with Matt Kondratowicz serving as Chief Strategy Officer. The new Board of Directors comprised Gerrit Nicholas, Ethan Shoemaker, Matthew Kondratowicz, Igor Radomyshelsky, Todd Chen, Michael Yang, and Brian Coffman.

SEC deregistration. Upon emergence, the company filed Form 15 with the SEC to terminate registration and suspend public reporting obligations. This step eliminated the substantial costs associated with public company compliance while aligning the company's structure with its new private ownership.

Key Timeline

Professional Retentions

The case employed professional teams for the restructuring.

John Walsh of Alvarez & Marsal served as Chief Restructuring Officer and provided the First Day Declaration with case background and financial overview. The A&M team managed restructuring operations and creditor communications during the case.

Post-Emergence Claims Administration

GUC Trustee.

Province Fiduciary Services, LLC was appointed as GUC Trustee to administer general unsecured claims and distributions following emergence. The trustee operates from an address at 6451 Rosedale Highway, Bakersfield, CA 93308.

Omnibus Claim Objections.

The post-emergence claims reconciliation process generated multiple omnibus objections as the reorganized debtor and GUC Trustee worked to resolve filed claims.

The omnibus objections reflect the claims cleanup process following emergence from chapter 11, as filed claims are compared against the reorganized debtor's books and records.

Renewable Diesel Industry Context

Global Clean Energy's restructuring occurred within conditions affecting renewable fuel producers. The company faced industry conditions that complicated its execution challenges.

Feedstock costs. Volatile pricing for renewable feedstocks impacted operating margins throughout the industry. While the company's vertical integration through camelina production was intended to provide insulation from feedstock price volatility, the refinery conversion delays meant the company could not realize these benefits until late 2024.

Regulatory uncertainty. Changes to Low Carbon Fuel Standard and Renewable Fuel Standard program parameters affected project economics across the renewable diesel sector. The value of compliance credits—a significant component of renewable diesel economics—fluctuated based on regulatory implementation decisions.

Competition. Larger competitors including integrated oil majors entered the renewable diesel market during the company's construction phase. These competitors brought scale and existing distribution relationships.

The Bakersfield facility achieved commercial operations in December 2024, producing approximately 250,000 gallons of renewable diesel daily under the supply and offtake agreement with Vitol. The reorganized company continued operations under its new ownership structure.

Frequently Asked Questions

What caused Global Clean Energy to file bankruptcy?

A confluence of factors drove the filing: the nearly $950 million dispute with EPC contractor CTCI Americas, project delays exceeding three years beyond the August 2021 target, ExxonMobil's departure as offtake partner in May 2023, and exhaustion of liquidity with only $2 million cash on hand against over $2 billion in debt.

What was the CTCI dispute?

CTCI Americas served as EPC contractor for the Bakersfield refinery conversion. After the company terminated the EPC Agreement for cause in October 2024, CTCI recorded a mechanic's lien for approximately $924.3 million and claimed total unpaid obligations of approximately $949.3 million. The dispute made out-of-court restructuring impossible.

Who owns the reorganized company?

Grapevine Energy Holdings, LLC is privately held by Senior Lenders led by OIC and CTCI Americas, Inc., who converted their debt claims to 100% equity ownership. Public shareholders of the former GCEH received no recovery.

How long did the case take?

From petition date (April 16, 2025) to effective date (August 12, 2025) was 118 days, reflecting the prepackaged plan structure negotiated with key stakeholders before filing.

Why did ExxonMobil exit?

ExxonMobil departed in May 2023 because the project was over a year behind schedule and hundreds of millions of dollars over budget. The original completion target was August 2021, and by mid-2023 there was no clear path to near-term operations.

What role did Vitol play?

Vitol became the exclusive feedstock supplier and product offtaker in June 2024, provided a $75 million revolving credit facility, and participated in the $100 million DIP tranche at filing.

Is the refinery operating?

Yes. The Bakersfield Renewable Fuels Facility achieved commercial operations in December 2024, producing approximately 250,000 gallons of renewable diesel daily under the supply and offtake agreement with Vitol.

What happened to the company's stock?

GCEH stock was cancelled as part of the plan, with public shareholders receiving no recovery. The reorganized company filed Form 15 with the SEC to terminate registration and suspend public reporting obligations, completing the transition to private ownership.

What was the DIP financing structure?

The $250 million DIP facility comprised three tranches: a $100 million Vitol revolving credit facility, a $75 million term loan from prepetition secured lenders, and a $75 million CTCI payment facility—reflecting the complex multi-party resolution negotiated through the RSA.

What is camelina?

Camelina is an oilseed crop that Global Clean Energy developed as proprietary renewable feedstock through its Sustainable Oils subsidiary. It is the only non-food based crop approved by EPA as an advanced biofuel for RIN generation. The company contracted 65,000 acres of camelina across six states in 2023.

Who is the claims agent for Global Clean Energy Holdings?

Epiq Corporate Restructuring, LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

For more bankruptcy case analyses and restructuring insights, visit ElevenFlo's bankruptcy blog.