TerraVia Holdings, Inc. (NASDAQ:TVIA) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modifications to the Rights of Security Holders.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 3.03. Other Events.
As previously disclosed, on August2, 2017 (the “Petition Date”), TerraVia Holdings, Inc. (“TerraVia” or the “Company”) and certain of its subsidiaries (collectively with TerraVia, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”).On October31, 2017, the Company filed its proposed combined disclosure statement and plan of liquidation (the “Plan) and a motion seeking an order confirming the Plan with the Bankruptcy Court.On November16, 2017, the Company filed an amended proposed combined disclosure statement and plan of liquidation with the Bankruptcy Court and on and January4, 2018, the Company filed a further amended proposed combined disclosure statement and plan of liquidation with the Bankruptcy Court (the Plan, as amended, the “Amended Plan”). On January8, 2018, following a confirmation hearing held on January8, 2018, the Bankruptcy Court entered an order confirming the Amended Plan (the “Confirmation Order”).
As of January26, 2018, all conditions precedent to the occurrence of the effective date set forth in the Amended Plan and the Confirmation Order were satisfied or waived in accordance therewith and the effective date (the “Effective Date”) of the Amended Plan occurred. On the same date, the Company filed a Notice of Effective Date of the Plan (the “Notice of Effectiveness”) with the Bankruptcy Court. The full text of the Notice of Effectiveness is available on the website of Kurtzman Carson Consultants LLC, the Company’s claims agent, atwww.kccllc.net/TerraVia.
On the Effective Date, Emerald Capital Advisors Corp, became the post-confirmation Plan Administrator andJohn Madden of Emerald Capital Advisors Corp. became the sole officer and/or responsible person to the Amended Plan. Further, on the Effective Date, TerraVia issued one share of common stock in Liquidating TerraVia (as defined in the Amended Plan) to the Plan Administrator.
In addition, on the Effective Date, all Existing Equity Interests (as defined in the Amended Plan) were cancelled and released without any distribution or retention of any property on account of such Interests.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Company believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Company’s control.
The Company’s informational filings with the Bankruptcy Court, including additional information about the Chapter 11 Cases, are available to the public at the office of the Clerk of the Bankruptcy Court, 824 North Market St., 3rdFloor, Wilmington, DE, 19801. Such informational filings may be available electronically, for a fee, through the Bankruptcy Court’s website(www.deb.uscourts.gov), and/or free of cost, at the website maintained by the Debtors’ Bankruptcy Court-approved noticing agent (www.kccllc.net/TerraVia).
