Elliott Greenleaf was selected as co-counsel to the Official Committee of Unsecured Creditors in the Graceway Pharmaceuticals, LLC corporate bankruptcy cases pending in the United States Bankruptcy Court in Wilmington, Delaware.
The Debtors are a specialty pharmaceutical company, primarily in the areas of dermatology, respiratory, and women’s health. The Debtors are headquartered in Bristol, TN and their sales and marketing is managed out of Exton, PA. The Debtors products sold in the United States include the following brands: ZYCLARA, ALDARA, Maxair, Atopiclair, and Estrasorb.
The Debtors’ prepetition debt consists of first lien loans which total $700 million. Bank of America, N.A. is acting as administrative agent for the first lien lenders and collateral agent for the first lien claimholders. The Debtors are also party to a second lien credit agreement with Deutsche Bank Trust Company Americas, as administrative agent for the second lien lenders and collateral agent for the second lien claimholders, totaling $330 million dollars in the aggregate. In total, on the day of filing their bankruptcy the Debtors owed approximately $1 billion in secured debt. There is $80 million in unsecured mezzanine financing held by Goldman Sachs and $30 million in unsecured trade claims.
The Debtors have proposed a sale of substantially all their assets through a competitive sales process as the first step towards a liquidating plan. Following extensive negotiations regarding the terms and conditions of each offer during a prepetition marketing process, the Debtors chose Galderma, S.A., a Swiss corporation, as the stalking horse bid. The Debtors and Galderma have entered into an asset purchase agreement for a $275,000,000 cash purchase price and assumption of certain liabilities, subject to an auction and are seeking approval of their bidding and sales process from the Court.
Elliott Greenleaf was selected based on the Firm’s experience as bankruptcy counsel to Official Committees, counsel in distressed mergers and acquisitions and commercial litigation. Managing Shareholder of the Firm’s Delaware office, Rafael Zahralddin, and Counsel Shelley Kinsella are leading the Firm’s efforts in this important matter.