Item 8.01. Other Events.
As
previously disclosed, on August 2, 2017 (the Petition Date), TerraVia Holdings, Inc. (TerraVia or the Company) and certain of its subsidiaries (collectively with TerraVia, the Debtors) filed
voluntary petitions (the Bankruptcy Petitions, and the cases commenced thereby, the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy
Court for the District of Delaware (the Court). On October 31, 2017, the Company filed its proposed combined disclosure statement and plan of liquidation (the Plan) and a motion seeking an order confirming the Plan with
the Bankruptcy Court. On November 16, 2017, the Company filed an amended proposed combined disclosure statement and plan of liquidation with the Bankruptcy Court and on and January 4, 2018, the Company filed a further amended proposed
combined disclosure statement and plan of liquidation with the Bankruptcy Court (the Plan, as amended, the Amended Plan). On January 8, 2018, following a confirmation hearing held on January 8, 2018, the Bankruptcy Court
entered an order confirming the Amended Plan (the Confirmation Order).
As of January 26, 2018, all conditions precedent
to the occurrence of the effective date set forth in the Amended Plan and the Confirmation Order were satisfied or waived in accordance therewith and the effective date (the Effective Date) of the Amended Plan occurred. On the same date,
the Company filed a Notice of Effective Date of the Plan (the Notice of Effectiveness) with the Bankruptcy Court. The full text of the Notice of Effectiveness is available on the website of Kurtzman Carson Consultants LLC, the
Companys claims agent, at
www.kccllc.net/TerraVia
.
On the Effective Date, Emerald Capital Advisors Corp, became the
post-confirmation Plan Administrator and John Madden of Emerald Capital Advisors Corp. became the sole officer and/or responsible person pursuant to the Amended Plan. Further, on the Effective Date, TerraVia issued one share of common stock in
Liquidating TerraVia (as defined in the Amended Plan) to the Plan Administrator.
In addition, on the Effective Date, all Existing
Equity Interests (as defined in the Amended Plan) were cancelled and released without any distribution or retention of any property on account of such Interests.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 with respect to the Companys financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and
expectations and beliefs relating to matters that are not historical in nature. The words believe, expect, plan, intend, estimate, or anticipate and similar expressions, as well
as future or conditional verbs such as will, should, would, and could, often identify forward-looking statements. The Company believes there is a reasonable basis for its expectations and beliefs, but
they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise. The Companys actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside
the Companys control.
The Companys informational filings with the Bankruptcy Court, including additional information
about the Chapter 11 Cases, are available to the public at the office of the Clerk of the Bankruptcy Court, 824 North Market St., 3
rd
Floor, Wilmington, DE, 19801. Such informational filings
may be available electronically, for a fee, through the Bankruptcy Courts website
(
www.deb.uscourts.gov
)
, and/or free of cost, at the website maintained by the Debtors Bankruptcy Court-approved noticing agent
(
www.kccllc.net/TerraVia
).