TerraVia Holdings (a/k/a Solazyme) and two affiliated Debtors filed for Chapter 11 protection with the U.S. Bankruptcy Court in the District of Delaware, lead case number 17-11655. The Company, a food, nutrition and specialty ingredients provider, is represented by Mark D. Collins of Richards, Layton & Finger.
The Company concurrently announced its entry into a stalking horse stock and asset purchase agreement with Netherlands-based Corbion N.V. to acquire substantially all of TerraVia Holdings’ assets in a sale process under Section 363 of the U.S. Bankruptcy Code. The purchase agreement provides TerraVia Holdings 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. Pursuant to Section 363 of the Bankruptcy Code, The Company 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 Holdings anticipates that a sale will be completed within 60 to 90 days. TerraVia Holdings also announced that it has received a commitment for debtor-in-possession financing from holders of approximately 63% of the outstanding principal amount of its senior unsecured convertible notes. The financing will be used to finance the working capital needs of TerraVia Holdings’ business through the completion of the sale transaction and to support payments to vendors for post-petition purchases in the ordinary course.
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