Aceto Corporation – Court Authorizes $411mn Sale of Chemical Plus Business to NMC Atlas

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April 16, 2019 – Further to a bidding procedures order [Docket No. 142] and an auction held on April 12, 2019, the Court hearing the Aceto Corporation cases issued an order [Docket No. 429] approving the sale of the Debtors' Chemical Plus Business to NMC Atlas, L.P (an affiliate of New Mountain Capital) for an estimated $411.0mn ($391.4mn in cash). The order attached a copy of the asset purchase agreement, dated April 14, 2019, covering the terms of the sale. Further details concerning the sale were included in an 8-K and press release filed on April 16, 2019.

Key Terms of APA:

Purchase Price: The aggregate consideration for the purchased assets shall be the sum of the following:

  1. The Good Faith Deposit ($33.8mn); plus
  2. (i) cash in the amount of $332.44mn, plus (ii) the amount, if any, by which Net Current Assets exceeds $112,409,788, minus (iii) the amount, if any, by which Net Current Assets are less than $112,409,788, minus (iv) Net Debt (such amount, as adjusted pursuant to Section 2.4, the “Cash Balance”); plus
  3. the Cure Costs; plus
  4. if the Closing occurs on or after April 30, 2019, for any reason other than an adjournment of the Sale Hearing, at the initial request of the Sellers (and not at the initial request of the Bankruptcy Court, the U.S. Trustee or any other party in interest), to a date that is after April 26, 2019, the Prepetition Credit Agreement Penalty (if any); plus
  5. the assumption by Buyer of the Assumed Liabilities.

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