Terra Via Holdings Inc fka TVIAQ

[OhManIDied]

Below are some key items straight from the recent 8-K filing
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12203827

On August 1, 2017, the Company and certain of its subsidiaries (together, the “Sellers”) entered into a “stalking horse” Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Corbion N.V. (in such capacity, the “Purchaser”) pursuant to which the Purchaser agreed to purchase a substantial portion of the assets of the Company (such assets, the “Assets,” and such transaction, the “Asset Sale”) for a purchase price of $20 million plus the assumption of certain liabilities as set forth in the Purchase Agreement.

Item 8.01 Other Events.

The Company cautions that trading in TerraVia’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for TerraVia’s securities may bear little or no relationship to the actual recovery, if any, by holders of TerraVia’s securities in the Chapter 11 Cases.

As of July 31, 2017, the Company had approximately (i) $32.5 million in outstanding obligations under the 2018 Notes and (ii) $140.5 million outstanding under the 2019 Notes. The Debt Instruments provide that as a result of the commencement of the Chapter 11 Cases, the principal and accrued interest due thereunder shall be automatically and immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the filing of the Bankruptcy Petitions, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

Section 2.03. Assumed Liabilities.

Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the time of the Closing (or the Assumption and Assignment Effective Date, as applicable), to assume and pay, perform and discharge, all of the following liabilities and obligations of the Sellers (the “ Assumed Liabilities ”):

(a) liabilities and obligations of Sellers arising after the Assumption and Assignment Effective Date relating to or arising out of the Assumed Contracts or Assumed Real Property Leases (including but not limited to all liabilities and obligations pursuant to the JVA and the JV Agreements (as such terms are defined in the Consent and Settlement Agreement dated July 31, 2017 (the “ Consent ”))), but excluding, for the avoidance of doubt, any and all liabilities or obligations under any Assumed Contracts or Assumed Real Property Lease of any nature, whether known or unknown, whether due or to become due, whether accrued, absolute, contingent or otherwise, whether or not existing on the Assumption and Assignment Effective Date, arising out of any transactions entered into or any state of facts existing, or the use, ownership, possession or operation of the Purchased Assets or the conduct of the Seller’s portion of the Business prior to the Assumption and Assignment Effective Date;

(b) liabilities and obligations arising after the Closing Date relating to or arising out of the Purchased Assets, but excluding, for the avoidance of doubt, but subject to sub-section (c) below, any and all liabilities or obligations of any nature, whether known or unknown, whether due or to become due, whether accrued, absolute, contingent or otherwise, whether or not existing on the Closing Date, arising out of any transactions entered into or any state of facts existing, or the use, ownership, possession or operation of the Purchased Assets or the conduct of the Seller’s portion of the Business prior to the Closing Date;

(c) all Apportioned Tax Obligations and Transfer Taxes allocated to Buyer under Article 8; and

(d) all liabilities and obligations of Parent Seller with regard to Parent Seller’s guarantees of indebtedness of Solazyme Bunge, as set forth in Section 2.03(d) of the Seller Disclosure Schedule; provided that it is understood and agreed that Buyer’s obligation with respect to such guarantees shall be to enter into replacement guarantees on terms no more onerous than the terms of the existing Parent Seller guarantees and in an amount not to exceed the amount of such guaranteed obligations as set forth in Section 2.03(d) of the Seller Disclosure Schedule.