TerraVia Holdings, Inc., 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.