TERRAVIA HOLDINGS, INC. (NASDAQ:TVIA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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Forbearance Agreement
On May 3, 2017, TerraVia Holdings, Inc. (the Company) entered
into a Forbearance Agreement (the Forbearance Agreement) with
certain beneficial owners and/or investment advisors or managers
of discretionary accounts for such beneficial owners (the
Consenting Holders). The Consenting Holders currently represent
approximately 81% in aggregate principal amount of the Companys
5.00% convertible senior subordinated notes due 2019 (the 2019
Notes). The 2019 Notes were issued to an Indenture, dated as of
April 1, 2014 (the Indenture).
into a Forbearance Agreement (the Forbearance Agreement) with
certain beneficial owners and/or investment advisors or managers
of discretionary accounts for such beneficial owners (the
Consenting Holders). The Consenting Holders currently represent
approximately 81% in aggregate principal amount of the Companys
5.00% convertible senior subordinated notes due 2019 (the 2019
Notes). The 2019 Notes were issued to an Indenture, dated as of
April 1, 2014 (the Indenture).
to the Forbearance Agreement, each Consenting Holder has agreed
that, during the Forbearance Period and subject to certain
termination events, it will not, among other things, (i) take any
action, enforce any of its rights or remedies or accelerate the
obligations under the Indenture, the 2019 Notes or otherwise or
(ii) direct the trustee under the Indenture to take any action,
enforce any rights or remedies or accelerate the obligations
under the Indenture, the 2019 Notes or otherwise, in each case
(x) against the Company, its affiliates or, in each case, any
assets thereof, and (y) solely with respect to the Companys
failure to make the interest payment due on April 3, 2017 on the
2019 Notes. As originally defined in the Forbearance Agreement,
the Forbearance Period was to end on the earlier of June 28, 2017
(the Outside Date) and the occurrence of any of the specified
early termination events described therein. On June 28, 2017 the
Consenting Holders agreed to extend the Outside Date from June
28, 2017 to July 17, 2017.
that, during the Forbearance Period and subject to certain
termination events, it will not, among other things, (i) take any
action, enforce any of its rights or remedies or accelerate the
obligations under the Indenture, the 2019 Notes or otherwise or
(ii) direct the trustee under the Indenture to take any action,
enforce any rights or remedies or accelerate the obligations
under the Indenture, the 2019 Notes or otherwise, in each case
(x) against the Company, its affiliates or, in each case, any
assets thereof, and (y) solely with respect to the Companys
failure to make the interest payment due on April 3, 2017 on the
2019 Notes. As originally defined in the Forbearance Agreement,
the Forbearance Period was to end on the earlier of June 28, 2017
(the Outside Date) and the occurrence of any of the specified
early termination events described therein. On June 28, 2017 the
Consenting Holders agreed to extend the Outside Date from June
28, 2017 to July 17, 2017.
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Item 5.02(d)
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Compensatory Arrangements of Certain Officers.
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On June 26, 2017, the Board of Directors approved an adjustment
to the 2017 annual cash bonus program for, inter alia, the named
executive officers Apu Mody, Tyler Painter, Peter Licari and Paul
Quinlan. The program was adjusted from a single annual
performance period and single annual payment to an incentive
program that has three performance periods (January 1, 2017 to
June 30, 2017; July 1, 2017 to September 30, 2017; and October 1,
2017 to December 31, 2017) and three potential payment dates (as
soon as practicable after determination of performance for the
applicable performance period). Payouts under the incentive
program for each performance period are capped at one-third of
the applicable officers target bonus payout under the prior
program. The performance measures are equally weighted between
(i) DHA revenue goals, (ii) DHA production metrics (production
rates and costs) and (iii) achievement of defined restructuring
goals, each as achieved during the applicable performance period.
A named executive officer must be employed by the Company at the
end of a performance period in order to be eligible for the
applicable incentive bonus payment; provided, however, that if
the officer is involuntarily terminated without cause during a
performance period, the incentive bonus pay-out for that period
will be made to him to the extent performance targets are
achieved for that period.
to the 2017 annual cash bonus program for, inter alia, the named
executive officers Apu Mody, Tyler Painter, Peter Licari and Paul
Quinlan. The program was adjusted from a single annual
performance period and single annual payment to an incentive
program that has three performance periods (January 1, 2017 to
June 30, 2017; July 1, 2017 to September 30, 2017; and October 1,
2017 to December 31, 2017) and three potential payment dates (as
soon as practicable after determination of performance for the
applicable performance period). Payouts under the incentive
program for each performance period are capped at one-third of
the applicable officers target bonus payout under the prior
program. The performance measures are equally weighted between
(i) DHA revenue goals, (ii) DHA production metrics (production
rates and costs) and (iii) achievement of defined restructuring
goals, each as achieved during the applicable performance period.
A named executive officer must be employed by the Company at the
end of a performance period in order to be eligible for the
applicable incentive bonus payment; provided, however, that if
the officer is involuntarily terminated without cause during a
performance period, the incentive bonus pay-out for that period
will be made to him to the extent performance targets are
achieved for that period.
