TerraVia to exchange stock for up to $19.5 million of 6% convertibles

By Marisa Wong

Morgantown, W.Va., Aug. 22 – TerraVia Holdings, Inc. will issue common shares in exchange for up to $19.5 million of its 6% convertible senior subordinated notes due 2018, according to an 8-K filing with the Securities and Exchange Commission.

The company entered into note exchange agreements with some holders of the 6% convertibles on Aug. 19.

The exchange will occur over a period of up to 80 trading days beginning on Aug. 22.

The principal amount of notes and common stock to be exchanged will be determined on each trading day during the exchange period based on the volume-weighted average price of the common stock on that trading day. The amount will be zero on any trading day if the VWAP on that day is below an agreed upon floor price.

On each day during the exchange period, the aggregate number of shares issuable under the exchange will be equal to the sum of (a) a base number of common shares equal to the principal amount of notes for that trading day multiplied by 121.124 shares per $1,000 principal amount and (b) an additional number of shares equal to $365 per $1,000 principal amount of notes for that trading day, divided by the VWAP that day. The maximum number of exchange shares is roughly 6.4 million.

Settlement of the exchange is expected to occur on a rolling basis based on eight successive 10-day “tranche periods.” The last settlement date is expected to occur on Dec. 16.

The South San Francisco, Calif., company makes and sells food, nutrition and specialty ingredients derived from algae.

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