Pernix Enters into an Agreement for the Sale of Substantially All of Its Assets Subject to a Competitive Bidding Process and Files for Chapter 11
2/22/2019

Davis Polk is advising Pernix Therapeutics Holdings, Inc. in connection with its restructuring under chapter 11 of the United States Bankruptcy Code, entry into a “stalking horse” asset purchase agreement with certain funds managed by Highbridge Capital Management, LLC and entry into a debtor-in-possession financing facility. Pursuant to the asset purchase agreement, Highbridge has agreed to purchase substantially all of Pernix’s assets along with the assumption of certain liabilities, subject to a sale process to be conducted under Section 363 of the United States Bankruptcy Code.

To facilitate its sale process, on February 18, 2019, Pernix and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. 

Pernix has also obtained a secured superpriority DIP financing facility, with Cantor Fitzgerald Securities acting as administrative agent and certain funds managed by Highbridge as lenders, which was approved on an interim basis by the Bankruptcy Court on February 21, 2019. 

Based in Morristown, New Jersey, Pernix is a specialty pharmaceutical company focused on improving patients’ lives by identifying, developing and commercializing differentiated products that address unmet medical needs. Pernix’s core branded products include Zohydro ER with BeadTek, an extended-release opioid specifically designed to deter opioid abuse; Silenor, a non-narcotic sleep aid for the treatment of insomnia; and Treximet, an acute migraine medication.

The Davis Polk restructuring team includes partners Marshall S. Huebner and Eli J. Vonnegut and associates Christopher Robertson and Douglas R. Keeton. The corporate team includes partner Michael Davis and associate Abraham Einhorn. The credit team includes partner Jinsoo H. Kim and associate Andrei Takhteyev. Partner Derek Dostal is providing capital markets advice. Partner Elliot Moskowitz is providing litigation advice. All members of the Davis Polk team are based in the New York office. 

Guggenheim Securities, LLC is serving as Pernix’s investment banker and Ernst & Young LLP is serving as its financial adviser. Landis Rath & Cobb LLP is serving as Pernix’s Delaware counsel.