Terra Via Holdings Inc fka TVIAQ

[JMH14865]

SC777,,,Can you show me where that is stated? These are the documents which I was relying on.


Attention: On August 22, 2017, the United States Bankruptcy Court for the District of Delaware entered the Bid Procedures Order [Docket No. 143]. Pursuant to the Bidding Procedures Order, on September 11, 2017, the Debtors conducted an Auction. In accordance with the Bidding Procedures Order, the Debtors have evaluated each bid made and selected the Stalking Horse Bid submitted by the Stalking Horse Bidder for the purchase of the Purchased Assets. For more information please view the Notice of Selection of Successful Bids and Alternative Bids [Docket No. 248] for more information.

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
_____________________________________
In re:
TERRAVIA HOLDINGS, INC., et al.,
Debtors.1
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Chapter 11
Case No. 17-11655 (CSS)
Jointly Administered
____________________________________ )
NOTICE OF SELECTION OF SUCCESSFUL BIDS AND ALTERNATE BIDS
PLEASE TAKE NOTICE that:
1. On August 22, 2017, the United States Bankruptcy Court for the District of
Delaware entered the Order (i) Approving Bidding Procedures for Sale of Debtors’ Assets,
(ii) Approving Stalking Horse Bid Protections, (iii) Scheduling Auction for, and Hearing To
Approve, Sale of Debtors’ Assets, (iv) Approving Form and Manner of Notices of Sale, Auction
and Sale Hearing, (v) Approving Assumption and Assignment Procedures and (vi) Granting
Related Relief [D.I. 143] (the “Bidding Procedures Order”).2

2. Pursuant to the Bidding Procedures Order, on September 11, 2017, the Debtors
conducted an Auction at the offices of counsel to the Debtors, Davis Polk & Wardwell LLP, 450
Lexington Avenue, New York, New York 10017.
3. In accordance with the Bidding Procedures Order, the Debtors have (a) reviewed
and evaluated each bid made at the Auction on the basis of financial and contractual terms and
other factors relevant to the sale process, including those factors affecting the speed and certainty
of consummating the sale transaction and (b) selected (i) the Stalking Horse Bid submitted by
the Stalking Horse Bidder for the purchase of the Purchased Assets for a purchase price of $20
million plus the assumption of certain liabilities as the Successful Bid with respect to the
Purchased Assets and (ii) the bid submitted by TCP Algenist LLC for the purchase of the

1

The Debtors and debtors in possession in these chapter 11 cases along with the last four digits of their
respective Employer Identification Numbers are as follows: TerraVia Holdings, Inc. (7078), Solazyme Brazil LLC
(2839) and Solazyme Manufacturing 1, LLC (4172). The debtors’ mailing address is 225 Gateway Boulevard,
South San Francisco, CA 94080.

2

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such term in
the Bidding Procedures Order.
Case 17-11655-CSS Doc 248 Filed 09/12/17 Page 1 of 3
Algenist Equity for a purchase price of $900,000 as the Successful Bid with respect to the
Algenist Equity.

4. In addition, and in accordance of the Bidding Procedures Order, the Debtors
selected (a) the bid submitted by Gruener Ventures for the purchase of the IP Assets for a
purchase price of $3.2 million as the Alternate Bid with respect to the IP Assets, (b) the bid
submitted by Lawrence Johnson, a representative of the Salim Group, for the purchase of the
Peoria Facility for a purchase price of $3.325 million as the Alternate Bid with respect to the
Peoria Facility and (c) the bid submitted by Gruener Ventures for the purchase of the Algenist
Equity for a purchase price of $875,000 as the Alternate Bid with respect to the Algenist Equity.
5. The Debtors’ presentation to the Bankruptcy Court of the Successful Bids and
Alternate Bids will not constitute the Debtors’ acceptance of such bids, which acceptance will
only occur upon approval of such bids by the Bankruptcy Court. Following the Bankruptcy
Court’s entry of the Sale Order approving such bids, the Debtors and the Successful Bidders
shall proceed to consummate the transactions contemplated by the Successful Bids, in all cases
within the milestones set in the DIP Order. If the Debtors and the Successful Bidders fail to
consummate the proposed transactions, then the Debtors shall file a notice with the Bankruptcy
Court advising of such failure. Unless the Debtors in their business judgment determine
otherwise, upon the filing of such notice with the Bankruptcy Court, the Alternate Bids will be
deemed to be the Successful Bids and the Debtors will be authorized but not directed, in their
Permitted Discretion, to effectuate the transactions with the Alternate Bidders subject to the
terms of the Alternate Bids of such Alternate Bidders without further order of the Bankruptcy
Court. If such failure to consummate the sale is the result of a breach by the Successful Bidders
(the “Breaching Bidders”) of their purchase agreements, the Debtors reserve the right to seek all
available remedies from the Breaching Bidders, subject to the terms of the applicable purchase
agreement.
6. A hearing to consider approval of the Successful Bids and the Alternate Bids is
scheduled for September 15, 2017 at 10:00 a.m. (prevailing Eastern Time), to be held before
The Honorable Christopher S. Sontchi at the United States Bankruptcy Court for the District of
Delaware, 824 North Market Street, 5th Floor, Courtroom 6, Wilmington, Delaware 19801.
Case 17-11655-CSS Doc 248 Filed 09/12/17 Page 2 of 3
Dated: September 12, 2017
Wilmington, Delaware

Respectfully submitted,
RICHARDS, LAYTON & FINGER, P.A.
/s/ Amanda R. Steele
Mark D. Collins (No. 2981)
Amanda R. Steele (No. 5530)
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Tel.: [phone]
Fax: [phone]
[e-mail]
[e-mail]

-andDAVIS
POLK & WARDWELL LLP
Damian S. Schaible (admitted pro hac vice)
Steven Z. Szanzer (admitted pro hac vice)
Adam L. Shpeen (admitted pro hac vice)
450 Lexington Avenue
New York, New York 10017
Tel.: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
Counsel to the Debtors and Debtors in Possession