August 19, 2017 3:42 PM ET

Chemicals

Company Overview of TerraVia Holdings, Inc.

Company Overview

TerraVia Holdings, Inc. produces and sells food, nutrition, and specialty ingredients from algae. The company’s platform uses microalgae to produce high-value triglyceride oils and fats, proteins, fibers, lipids, micronutrients, and other ingredients. It also offers specialty food and nutrition ingredients, animal nutrition ingredients, consumer food products, and specialty personal care ingredients. The company was formerly known as Solazyme, Inc. and changed its name to TerraVia Holdings, Inc. in March 2016. TerraVia Holdings, Inc. was incorporated in 2003 and is headquartered in South San Francisco, California. On August 2, 2017, TerraVia Holdings, Inc. along with its affiliates filed a v...

225 Gateway Boulevard

South San Francisco, CA 94080

United States

Founded in 2003

124 Employees

Phone:

650-780-4777

Key Executives for TerraVia Holdings, Inc.

Chief Executive Officer and Director
Age: 50
Total Annual Compensation: $372.7K
Chief Financial Officer and Chief Operating Officer
Age: 46
Total Annual Compensation: $463.5K
Chief Legal Officer, General Counsel and Corporate Secretary
Age: 54
Total Annual Compensation: $385.0K
Chief Technology Officer
Age: 53
Total Annual Compensation: $400.5K
Compensation as of Fiscal Year 2016.

TerraVia Holdings, Inc. Key Developments

Interim DIP Financing Approved for TerraVia Holdings, Inc.

The US Bankruptcy Court ordered approving the post-petition financing to TerraVia Holdings, Inc. on interim basis on August 3, 2017. As per the order, the Court has authorized the debtor to obtain multi-draw term loan credit facility of $5 million out of total $10 million from certain members of the consortium (DIP lenders) at Cash-pay interest accruing at LIBOR plus 12.0%, payable monthly in arrears, additional 2% in the event of default. Wilmington Savings Fund Society, FSB acted as DIP Agent. The DIP facility will mature earliest to occur of consummation of a sale of all or substantially all of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code, the effective date of a confirmed chapter 11 plans or December 31, 2017, subject to earlier termination upon the occurrence of an Event of Default. The debtor is entitled to pay a commitment fee of 4% and undrawn-line fee of 1% and a prepayment fee equal to 5.00% of the DIP Loans and an exit fee equal to 5.00% of the DIP commitments. Adequate protection would be provided to the DIP lenders in the form of super-priority administrative expense claims which is subject to a carve-out of $1.05 million towards unpaid professional fees / administrative expenses. The DIP facility will be used for general corporate and working capital purposes, the payment of restructuring costs and the payment of the fees, costs and expenses related to the DIP Facility. The final hearing will take place on September 5, 2017.

Motion for Asset Sale Filed by TerraVia Holdings, Inc.

TerraVia Holdings, Inc. filed a motion in the US Bankruptcy Court for the sale of substantially all its assets on August 2, 2017. The debtor seeks the Court’s approval for the sale of substantially all its assets to Corbion N.V., the stalking horse bidder, for a purchase price of $20 million in cash plus assumption of certain liabilities pursuant to the asset purchase agreement dated August 1, 2017. The debtor’s assets include all of the assets owned, held or used in the conduct of the Business, including, but not limited to, the Debtors’ manufacturing facility located in Peoria, Illinois, TerraVia’s 50.1% equity interest in its joint venture with Bunge Global Innovation, LLC and certain of its affiliates and subsidiaries, Debtors’ intellectual property assets, inventory and certain other real and personal property. Each qualified bidder must make a good faith deposit of 10% of the proposed purchase price. To qualify as a qualified bidder, interested parties should submit their bids by August 31, 2017. The initial minimum overbid should be at least $21 million, i.e. $0.20 million more than the initial purchase price plus break-up fees and expenses. The debtor has scheduled an auction on September 6, 2017. The stalking horse bidder would be entitled to a break-up fee of 2.50% of the purchase price and expense reimbursement of $0.3 million in case of termination of the asset purchase agreement. The sale hearing is scheduled for September 14, 2017. Davis Polk & Wardwell LLP acted as advisors to the buyer.

TerraVia Holdings Receives Delisting Notice From The NASDAQ

On August 2, 2017, TerraVia Holdings, Inc. received a letter (the “Delisting Notice”) from The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that NASDAQ has determined that the Company’s common stock, par value $0.001 per share (“Common Stock”), will be delisted from The Nasdaq Stock Market. NASDAQ notified the Company that it reached this determination after reviewing the Company’s announcement on August 2, 2017 that it had filed for relief under Chapter 11 of the Bankruptcy Code in the U.S Bankruptcy Court for the District of Delaware. The Common Stock currently trades under the ticker symbol “TVIA”. As previously disclosed, on April 7, 2017, the Company received a deficiency letter (the “April Notice”) from NASDAQ indicating that the closing bid price of the Common Stock had been below $1.00 for 30 consecutive business days and therefore did not meet the minimum requirement of NASDAQ Listing Rule 5450(a)(1) that is necessary to maintain continued listing on The Nasdaq Stock Market. In addition, on June 16, 2017, the Company received a deficiency letter (the “June Notice” and, together with the April Notice, the “Notices”) from NASDAQ indicating that the market value of the Company’s listed securities was below the minimum $50 million for 30 consecutive business days required by NASDAQ Listing Rule 5450(b)(2)(A) to maintain continued listing on The Nasdaq Capital Market. The Company was given 180 days from the date of the each of the Notices to regain compliance (October 4, 2017, in the case of the April Notice, and December 13, 2017, in the case of the June Notice). The Company continues to not be in compliance with NASDAQ Listing Rules 5450(a)(1) or 5450(b)(2)(A). NASDAQ notified the Company in the Delisting Notice that, unless the Company requests an appeal of the delisting determination, trading of the Common Stock will be suspended at the opening of business on August 11, 2017, and NASDAQ will file a Form 25-NSE with the U.S. Securities and Exchange Commission to remove the Common Stock from listing and registration on The Nasdaq Stock Market. The Company does not plan to appeal this determination, and it accordingly anticipates that trading of the Common Stock will be suspended on August 11, 2017, and that the Common Stock will subsequently be delisted and become tradable over-the-counter.

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Recent Private Companies Transactions

Type
Date
Target
Bankruptcy
August 2, 2017
--
Merger/Acquisition
August 2, 2017
TerraVia Holdings Inc., Substantially All Assets
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