Current Report Filing (8-k)
August 08 2016 - 4:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 2, 2016
Date of report (Date of earliest event reported)
TERRAVIA
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35189
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33-1077078
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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225 Gateway Boulevard
South San Francisco, CA 94080
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94080
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 780-4777
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(Registrants Telephone Number, Including Area Code)
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Not Applicable
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(
Former name or former address, if changed since last report.
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry Into a Material Definitive Agreement.
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On August 2, 2016, TerraVia Holdings,
Inc. (the Company) entered into a Contribution Agreement (the Agreement) with TCP Algenist LLC, a Delaware limited liability company (Buyer) and Algenist Holdings, Inc., a Delaware corporation and subsidiary of
Buyer (Algenist Holdings). Buyer and Algenist Holdings are affiliates of Tengram Capital Partners, a private equity firm that focuses on consumer and retail companies. Pursuant to, and subject to the terms and conditions of, the
Agreement, the Company agreed to sell its Algenist skincare business to Algenist Holdings in exchange for $20.2 million in cash (subject to certain adjustments contemplated by the Agreement), approximately 20% of the fully diluted equity of Algenist
Holdings and the assumption of substantially all of the liabilities related to the Algenist skincare business by Algenist Holdings (collectively, the Transaction).
The consummation of the Transaction is subject to certain specified closing conditions, including the receipt of certain required consents and
other customary closing conditions. The Transaction does not require the approval of the Companys stockholders.
Subject to the
satisfaction or waiver of the foregoing conditions and the other terms and conditions contained in the Agreement, the transaction is expected to close by the end of the third quarter of 2016, except that the transfer of certain assets may occur at a
later date as specified in the Agreement.
The Agreement contains representations, warranties, and indemnification provisions of the
parties customary for transactions of this type. Until the consummation of the Transaction, the Company has agreed, subject to certain exceptions, to conduct the Algenist skincare business in the ordinary course. Under the Agreement, the Company has
agreed not to compete in the skincare or cosmetics fields for a period of four years from the closing of the Transaction, subject to certain exceptions.
The Agreement contains customary termination rights for Buyer and the Company including the right of either Buyer or the Company to terminate
the Agreement if the transaction is not consummated on or before November 30, 2016. Upon the closing of the Transaction, the parties intend to enter into certain ancillary agreements, including a supply agreement and a transition services
agreement pursuant to which the Company will sell certain products and provide certain transitional services to Algenist Holdings after the closing.
The foregoing summary of the Agreement and the Transaction contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the terms and conditions of the Agreement, a copy of which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.
On August 4, 2016, the Company issued a press release announcing the
Transaction described above under Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial statements of the Company giving effect to the transactions described under
Item 1.01 are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference, including:
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Unaudited pro forma condensed consolidated balance sheet as of June 30, 2016
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Unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2016 and the years ended December 31, 2015, 2014 and 2013
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(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release issued by the Company on August 4, 2016.
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99.2
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TerraVia Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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TERRAVIA HOLDINGS, INC.
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(Registrant)
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Date: August 8, 2016
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By:
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/s/ Tyler W. Painter
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Tyler W. Painter
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Chief Operating Officer and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release issued by the Company on August 4, 2016.
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99.2
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TerraVia Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements.
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