TerraVia Holdings filed with the U.S. Bankruptcy Court a motion for an order approving bidding procedures for the sale of the Debtors’ assets; approving stalking horse protections; scheduling an auction and hearing to approve the sale; approving the sale of the Debtors’ assets free and clear of liens, claims, interests and encumbrances and approving the consent and settlement agreement.
The motion explains, “Following a competitive process and arm’s length negotiations, the Debtors secured a stalking horse bid from Corbion N.V. (the ‘Stalking Horse Bidder’) to purchase a significant portion of the Assets {manufacturing facility located in Peoria, Illinois, Debtor TerraVia’s 50.1% equity interest, the ‘JV Interest’ in its joint venture (‘SB Oils JV’) with Bunge Global Innovation for an aggregate purchase price of $20 million in cash along with the assumption of certain liabilities on the terms and conditions set forth in that certain Stock and Asset Purchase Agreement….By this Motion, the Debtors request authority to provide the Stalking Horse Bidder with standard stalking horse protections, in particular (a) the payment of a break-up fee in an amount equal to 2.5% of the Purchase Price (i.e., $500,000) and (b) reimbursement of up to $300,000 for reasonable and documented costs and expenses incurred by the Stalking Horse Bidder in connection with the negotiation and execution of, and the carrying out of its obligations under the Stalking Horse Agreement. Simultaneously with the execution of the Stalking Horse Agreement, the Stalking Horse Bidder shall make a deposit in the amount of $2,000,000 (the ‘Good Faith Deposit’).”
The motion continues, “To minimize the expense, inconvenience, distraction and uncertainty of litigation in the Chapter 11 Cases, the Debtors have entered into a settlement agreement (the ‘Consent and Settlement Agreement’) with the Stalking Horse Bidder and the JV Parties (collectively, the ‘CSA Parties’) that, inter alia, memorializes the JV Parties’ consent to the Sale Transaction.”
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