Lowenstein Sandler represented Aceto Corporation (Aceto), an international company engaged in the development, marketing, sale, and distribution of human health products, pharmaceutical ingredients, and performance chemicals, in the completion of two major asset sales. These dispositions are part of Lowenstein’s ongoing representation of the company in these transactions and in its Chapter 11 filing.
We represented Aceto Corporation in the sale of its international chemical business assets to Aceto Holdings, L.P. (f/k/a NMC Atlas, L.P.), an affiliate of New Mountain Capital, LLC, through a court-supervised process under Section 363 of the Bankruptcy Code. New Mountain Capital is a leading growth-oriented investment firm with over $20 billion in assets under management. The purchase price paid in connection with the sale – which closed on April 29, 2019, following approval of the sale by the United States Bankruptcy Court for the District of New Jersey – consisted of cash of approximately $411 million, plus the payment of cure costs and the assumption of certain liabilities. Approximately $237 million in sale proceeds were used, in part, to repay 100% of the outstanding principal and unpaid interest and fees due (a) Aceto’s lenders under Aceto’s pre-petition secured credit facility and its post-petition senior secured DIP facility, and (b) JPMorgan Chase Bank, N.A. under a mortgage loan secured by Aceto’s headquarters in Port Washington, NY.
Lowenstein also represented Aceto in connection with the sale of Aceto’s Rising Pharmaceuticals’ (and Rising’s subsidiaries’) generic pharmaceuticals business, which closed on April 19, 2019, following approval by the United States Bankruptcy Court for the District of New Jersey. That business was sold to Shore Suven Pharma, Inc. (a joint venture between Suven Life Sciences and Shore Pharma Investments LLC of USA) for gross cash proceeds of $15 million, plus the assumption of a significant amount of operating liabilities and customer obligations related to the acquired business, bringing the total deal value to $137 million.
Aceto has now successfully completed the sales of its operating businesses and will proceed with the process of preparing, filing, and seeking Bankruptcy Court approval of a Chapter 11 plan of liquidation.
These representations required a multifaceted effort involving coordination among various Lowenstein practice groups, including corporate, M&A, tax, bankruptcy, antitrust, CFIUS, insurance, compensation and benefits, life sciences, and real estate, as well as seamless integration with foreign counsel, as the client operates in more than 15 non-U.S. jurisdictions.
The Lowenstein team included Steven E. Siesser,Kenneth A. Rosen, Peter H. Ehrenberg, Paul Kizel, Michael S. Etkin, Jeffrey Cohen, Wojciech F. Jung, Lesley P. Adamo, Andrew P. Erdmann, Philip J. Gross, Elisia M. Klinka, Michael Savetsky, Alexander Brooks, Justin Gindi, Michael Papandrea, and Lauren Troeller.