TerraVia Enters Into an Agreement for Sale of Substantially All of Its Assets Subject to Competitive Bidding Process and Files for Chapter 11

Davis Polk is advising TerraVia Holdings, Inc. in connection with its restructuring under chapter 11 of the U.S. Bankruptcy Code, entry into a “stalking horse” stock and asset purchase agreement with Corbion N.V. and entry into a debtor-in-possession (DIP) financing facility. Pursuant to the stock and asset purchase agreement, Corbion has agreed to purchase a substantial portion of TerraVia’s assets along with the assumption of certain liabilities, subject to a sale process to be conducted under Section 363 of the U.S. Bankruptcy Code.

To facilitate its sale process, on August 2, 2017, TerraVia and two of its wholly owned domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.

TerraVia has also obtained a secured superpriority DIP financing facility, with Wilmington Savings Fund Society, FSB acting as administrative agent, and certain members of an ad hoc consortium of TerraVia’s existing convertible senior subordinated noteholders as lenders, which was approved on an interim basis by the Bankruptcy Court on August 3, 2017.

Based in South San Francisco, California, TerraVia is a next-generation food, nutrition and specialty ingredients company that harnesses the power of algae. TerraVia operates an algae oils production facility in Brazil via a joint venture with Bunge Global Innovation, LLC and also owns a manufacturing facility in Peoria, Illinois, and a research and development facility in South San Francisco, California. Corbion is a Netherlands-based global leader in food ingredients and biobased technologies.

The Davis Polk corporate team includes partner Alan F. Denenberg, counsel Jeffrey Gould and associate Abhishek Kolay. The restructuring team includes partner Damian S. Schaible, counsel Steven Z. Szanzer and associate Adam L. Shpeen. The credit team includes partner Joseph P. Hadley and associates Vanessa L. Jackson and Ilona C. Potiha. Members of the Davis Polk team are based in the New York and Northern California offices.