TerraVia Holdings, Inc. Enters Into Agreement for the Sale of Substantially All of Its Assets Subject to Competitive Bidding ...
August 02 2017 - 1:01AM
Business Wire
TerraVia Files Voluntary Chapter 11 Petitions
to Facilitate Sale Process with a Commitment for DIP Financing to
Support Ongoing Operations
TerraVia Holdings, Inc. (NASDAQ:TVIA) (“TerraVia”), a
next-generation food, nutrition and specialty ingredients company
and pioneer in algae innovation, announced today that it has
entered into a “stalking horse” stock and asset purchase agreement
with Corbion N.V., a Netherlands-based global leader in food
ingredients and biobased technologies, to acquire substantially all
of TerraVia’s assets in a sale process under Section 363 of
the Bankruptcy Code.
The purchase agreement provides TerraVia with a binding bid of
$20 million in cash along with the assumption of certain
liabilities, which is subject to higher or otherwise better offers.
As part of the transaction, Corbion will be assuming the ongoing
financial obligations of the business and its joint venture
ownership, therefore the total financial commitment is expected to
be in excess of the cash purchase price. Through this proposed
transaction, TerraVia employees, who bring with them a wide range
of highly valued skills and expertise, together with its customers,
have an opportunity to benefit from joining a global leader in its
markets.
To facilitate its competitive transaction process, TerraVia and
its wholly owned U.S. subsidiaries have filed voluntary petitions
for reorganization under chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”) under the Case number 17-11655. Additional
information can be found at http://www.kccllc.net/TerraVia.
In addition, TerraVia also announced that it has received a
commitment for debtor-in-possession (DIP) financing from holders of
approximately 63% of the outstanding principal amount of its senior
unsecured convertible notes. The DIP financing will be used to
finance the working capital needs of TerraVia’s business through
the completion of the sale transaction and to support payments to
vendors for post-petition purchases in the ordinary course.
The DIP financing announced today provides the necessary
financing to support continued operations and TerraVia’s ability to
service customer demand, while the Section 363 bankruptcy
restructuring process provides the tools to execute an expedited
and orderly strategic transaction. This process will create a level
playing field for all interested bidders to compete to provide the
highest or otherwise best offer for certain or all of TerraVia’s
assets.
Pursuant to section 363 of the Bankruptcy Code, TerraVia intends
to implement bidding procedures to allow other qualified bidders
the opportunity to submit bids through a court-supervised process
to purchase certain or all of the assets being sold. TerraVia
anticipates that a sale will be completed within 60 to 90 days.
Rothschild Inc. is acting as TerraVia’s financial advisor and
investment banker to lead the sales process under the bid
procedures and Davis Polk & Wardwell LLP is acting as
restructuring and corporate counsel to TerraVia. Interested bidders
are encouraged to contact, as soon as practicable: Nicholas Barnes
/ Tero Jänne at Rothschild Inc., 1251 Avenue of the Americas, 33rd
Floor, New York, NY 10020, tel. +1 212 403 3500.
The chapter 11 cases and the sale process should have no
material impact on TerraVia’s ability to fulfill its obligations to
its customers and employees going forward. TerraVia has filed a
series of motions with the Bankruptcy Court requesting authority to
continue normal operations, including requesting Bankruptcy Court
authority to continue paying employee wages and salaries, certain
vendors and customer obligations in the ordinary course without
interruption. TerraVia will continue its efforts to work closely
with its suppliers and partners to meet ongoing obligations and
continue its business without interruption.
About TerraVia
TerraVia is a plant-based food, nutrition and specialty
ingredients company that harnesses the power of algae, the mother
of all plants and earth’s original superfood. With a portfolio of
breakthrough ingredients and manufacturing, TerraVia is well
positioned to help meet the growing need of consumer packaged goods
and established and emerging food manufacturers to improve the
nutritional profile of foods without sacrificing taste, and to
develop select consumer brands. TerraVia also manufactures a range
of specialty personal care ingredients for key strategic partners.
Headquartered in South San Francisco, TerraVia’s mission is to
create products that are truly better for people and better for the
planet. For additional information, please visit TerraVia’s website
at www.terravia.com.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 about TerraVia, including statements that involve
risks and uncertainties concerning the attributes of TerraVia's
technology and products, including as to meeting demand for better
nutrition and sustainability; and market acceptance of products.
When used in this press release, the words "will", "expects",
"intends" and other similar expressions and any other statements
that are not historical facts are intended to identify those
assertions as forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any such
statement may be influenced by a variety of factors, many of which
are beyond the control of TerraVia, that could cause actual
outcomes and results to be materially different from those
projected, described, expressed or implied in this press release
due to a number of risks and uncertainties. Potential risks and
uncertainties include, among others: (i) TerraVia’s ability to
obtain approval with respect to motions in the chapter 11 cases and
the Bankruptcy Court’s rulings in the chapter 11 cases and the
outcome of the chapter 11 cases in general; (ii) the length of time
TerraVia and its wholly owned U.S. subsidiaries will operate under
the chapter 11 cases; (iii) risks associated with third-party
motions in the chapter 11 cases, which may interfere with TerraVia
and its wholly owned U.S. subsidiaries’ ability to develop and
consummate the stock and asset purchase transaction; (iv) the
potential adverse effects of the chapter 11 cases on TerraVia and
its wholly owned U.S. subsidiaries’ liquidity, results of
operations or business prospects; (v) increased legal and advisor
costs related to the chapter 11 cases and other litigation and the
inherent risks involved in a bankruptcy process; (vi) the effect of
the chapter 11 cases on the trading price in TerraVia’s securities;
(vii) TerraVia’s ability to fulfill its obligations to its
customers, suppliers and employees; (viii) the ability of TerraVia
employees and customers to benefit from the transaction; (ix)
delays in completing a sale or other transaction; (x) TerraVia’s
access, on favorable terms, to any required financing; and (xi)
other factors disclosed by TerraVia from time to time in its
filings with the SEC, including those described under the caption
“Risk Factors” in the Company’s Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. Accordingly, no assurances can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on the results of operations or financial
condition of TerraVia.
In addition, please refer to the documents
that TerraVia files with the Securities and Exchange
Commission, including its Quarterly Reports on Forms 10-Q and its
Annual Report on Form 10-K, as updated from time to time, for a
discussion of these and other risks. You are cautioned not to place
undue reliance on forward-looking statements, which speak only as
of the date of this press release. TerraVia is not under
any duty to update any of the information in this press
release.
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version on businesswire.com: http://www.businesswire.com/news/home/20170801006880/en/
For TerraVia Holdings, Inc.Bryce Dillepress@terravia.com