Unipharma files bankruptcy with stalking horse bid from lender NHTV

By Sarah Lizee

Olympia, Wash., Dec. 10 – Unipharma, LLC and affiliate Tamarac 10200, LLC filed Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Southern District of Florida on Monday.

Chief restructuring officer Neil F. Luria said in a declaration that the debtors’ primary goal is to sell their assets, which will maximize recoveries for their estates and preserve a viable business going forward.

Luria said Unipharma defaulted on its $61.3 million senior secured loan with NHTV ULM Holdings LLC, and later the lender acted by removing and replacing the debtors’ management.

NHTV has agreed to act as stalking horse bidder for the company’s assets, provide debtor-in-possession financing and access to cash collateral to fund the sale process and working capital needs pending the sale.

Luria said that without this, the debtors would have been forced to cease operations, lay off their remaining employees and shut their operations.

DIP financing

The companies filed an emergency motion seeking access to up to $15.6 million in post-petition financing, and to access up to $5.4 million, inclusive of a $1.3 million roll-up, upon entry into an interim order.

The amount of the facility is subject to up to $2 million of commitment increases at the DIP lender’s option.

Unipharma will be the borrower, with Tamarac the guarantor.

Borrowings will bear interest at 10% per year, subject to a default rate of 12% per year.

The facility will mature 120 days after the petition date, at the latest.

The debtors are also seeking emergency access to the cash collateral.

Bidding procedures

The purchase price under the stalking horse agreement is $20 million, which will be credited against obligations outstanding under the senior secured loan, plus the assumption of the remaining outstanding debt due under the agreement and, at NHTV’s option, all or any portion of the outstanding obligations under the DIP facility, plus the assumption of other assumed liabilities.

Competing bidders will have the right to credit bid, subject to some requirements.

Bids must include cash consideration at least equal to the stalking horse bid, including the amount of assumed debt, plus all amounts outstanding under the DIP facility, an expense reimbursement, an initial cash overbid of $500,000 and assumption of assumed liabilities.

The companies are seeking that the bid deadline, auction and sale hearing all take place in January.

The debtors filed a number of first-day motions to preserve and maximize their enterprise value during the sale process.

The companies listed $10 million to $50 million in assets and $50 million to $100 million in liabilities.

Unipharma is a Tamarac, Fla., health care packaging company serving the pharmaceutical and nutraceutical sectors in the development, manufacturing and packaging of liquid, disposable and single-dose units. The Chapter 11 case number is 20-23348.

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