In connection with the voluntary petitions (the “Bankruptcy Petitions”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) filed in the United States Bankruptcy Court for the District of Delaware (the “Court”) by TerraVia Holdings, Inc. (formerly known as Solazyme, Inc.), a Delaware corporation (the “Company”), and certain of the Company’s wholly owned domestic subsidiaries (collectively, the “Debtors”), on August 2, 2017 (the “Petition Date”), the Debtors filed a motion seeking Court approval of debtor-in-possession financing on the terms set forth in a contemplated Senior Secured Super-Priority Debtor In Possession Credit and Security Agreement (the “DIP Credit Agreement”). On August 3, 2017, the Court entered an order approving, on an interim basis, the financing to be provided to the DIP Credit Agreement (the “Interim Order”) and, on August 8, 2017, the DIP Credit Agreement was entered into by and among the Company, as borrower, each of the other Debtors, as subsidiary guarantors (each, a “Guarantor” and collectively with the Company, the “Loan Parties”), the lenders from time to time party thereto (the “DIP Lenders”) and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the DIP Lenders (in such capacities, the “DIP Agent”).

The DIP Credit Agreement provides for a super-priority senior secured debtor-in-possession credit facility (the “DIP Facility”) consisting of delayed-draw term loans (collectively, the “DIP Term Loans”) in the aggregate principal amount of up to $10 million that may be funded in not more than two draws, with the first draw being made available after entry of the Interim Order and any subsequent draw being made available after entry of the Final Order (as defined below).

The proceeds of the DIP Facility will be used by the Company in accordance with an approved budget (i)for general corporate and working capital purposes, (ii)for restructuring costs, including the costs of the cases commenced by the Bankruptcy Petitions and (iii) for the payment of fees, costs and expenses related to the DIP Credit Agreement.

The maturity date of the DIP Facility is the earliest to occur of: (i) consummation of a sale of all or substantially all of the Debtors’ assets to section 363 of the Bankruptcy Code (a “Permitted Going-Concern Sale”), (ii)the effective date of a chapter 11 plan or (iii) December 31, 2017, subject to earlier termination upon the occurrence of an Event of Default (as defined in the DIP Credit Agreement) (such earliest date, the “Maturity Date”). The outstanding principal of the loans under the DIP Facility will bear interest at a rate of LIBOR plus 12.0%, payable monthly in cash in arrears. The Company will pay to the DIP Agent for the account of each DIP Lender (i) a commitment fee equal to 4% of such DIP Lender’s commitment under the DIP Facility, payable on the Maturity Date and (ii) an undrawn-line fee equal to 1% per annum on any undrawn commitments, payable on the Maturity Date. Additionally, the Company will pay (i)a prepayment or early repayment fee equal to 5% of the DIP Term Loans prepaid or repaid (as applicable), payable on the date of such prepayment or repayment (as applicable) and (ii)an exit fee equal to 5% of the commitments in respect of the DIP Facility, which exit fee shall be (x) in addition to any applicable prepayment or repayment fee paid to the foregoing clause (i) and (y) payable on the Maturity Date.

to the terms of the DIP Credit Agreement, the Guarantors will guarantee the obligations of the Company under the DIP Facility. Subject to certain exceptions, the DIP Facility will be secured by a first priority perfected security

interest in all of the assets of each Loan Party. The security interests and liens are subject only to certain carve-outs and certain permitted liens (including the liens on certain of the Company’s deposit accounts in favor of Silicon Valley Bank to that certain Amended and Restated Loan and Security Agreement, dated as of May 2, 2017, between Silicon Valley Bank and the Company, as set forth in the DIP Credit Agreement.)

The DIP Credit Agreement contains customary affirmative and negative covenants, representations and events of default for debtor-in-possession financings.

Furthermore, each of the following milestones (the “Milestones”) are included in the DIP Credit Agreement, and any failure to comply with these Milestones will constitute an event of default:

Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.

TerraVia Holdings, Inc. Exhibit
EX-10.1 2 exhibit101dipfinancingagre.htm EXHIBIT 10.1 Exhibit                                                     SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENTDated as of August 8,…
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