SSG Capital Advisors served as the investment banker to BIOLASE in the sale of substantially all assets to MegaGen Implant. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in November 2024.
SSG was retained in August 2024 as BIOLASE’s investment banker to advise on strategic alternatives, including a sale of the business. In order to preserve liquidity and maintain operations, BIOLASE elected to file for protection under Chapter 11 of the U.S. Bankruptcy Code on October 1, 2024. Prior to the filing, SSG conducted an expedited marketing process that targeted a broad universe of potential investors. A stalking horse buyer emerged after extensive diligence coordination and negotiations, and the court approved the stalking horse bid from Sonendo of $14.0 million, plus the assumption of certain operating liabilities, in conjunction with the bid procedures.
SSG commenced a post-petition marketing process to solicit competing offers to the stalking horse bid, and field additional offers for the company’s remaining assets. A qualified overbid was received from MegaGen. An auction was held on Nov. 4, 2024, and produced multiple rounds of bidding, which increased the stalking horse bid by over 40%. The final bid from MegaGen was deemed to be the highest and best offer, at a gross purchase price of $20.05 million in cash, plus the assumption of certain operating liabilities.
Other professionals who worked on the transaction include:
- Joshua D. Morse, Allison M. Leopold Tilley, Dania Slim, Claire K. Wu, Caroline Tart and Jon Schreiber of Pillsbury Winthrop Shaw Pittman, co-counsel to BIOLASE
- M. Blake Cleary, Brett M. Haywood, Maria Kotsiras, Shannon Forshay and Sarah Gladieux of Potter Anderson & Corroon, co-counsel to BIOLASE
- J. Michael Issa and Wen Tan of B. Riley Advisory Services, financial advisor to BIOLASE
- Rafael X. Zahralddin, Minyao Wang, Ryan P. Kennedy, and Scott Lee of Lewis Brisbois Bisgaard & Smith, co-counsel to MegaGen Implant
- Hyung Ki Lee, Hyung Joon Park and Jong In Jun of Yulchon, co-counsel to MegaGen Implant
- Daren R. Brinkman and Jory Cook of Brinkman Law Group, co-counsel to the official committee of unsecured creditors
- Scott J. Leonhardt of Esbrook P.C., co-counsel to the official committee of unsecured creditors
- Joshua Nahas, Tabish Rizvi, Gary Lipson and Gregory Hill of Dundon Advisers, financial advisor to the official committee of unsecured creditors
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