Ambri, a provider of long-duration liquid metal battery storage systems, agreed to the terms of a stalking horse purchase agreement with a consortium of its lenders, pursuant to which the lender consortium would acquire substantially all of the assets of the company, subject to higher and better bids from other parties during an expedited sale process.
To facilitate the sale, Ambri has filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware. The company is seeking approval of the proposed transaction pursuant to Section 363 of the U.S. Bankruptcy Code, which will allow interested parties to submit higher or better bids for the company. In addition, the transaction is subject to bankruptcy court approval, any regulatory or other approvals that may be required by law and other customary conditions. Ambri currently expects to complete the process and close a sale in the next several months.
Ambri has obtained commitments for debtor-in-possession (DIP) financing from the lender consortium, as well as consent to use their cash collateral in accordance with an approved budget. This financing is expected to fund its business throughout the sale process, which is expected to be approved in July 2024. The lender consortium also expects to fund additional amounts to the company upon the closing of the sale if its bid is the winning bid, to ensure that the recapitalized company has sufficient liquidity to continue to drive the development of its technology post-closing.
“Ambri continues to make progress on advancing cell technology into its third generation and moving towards its objective of establishing a commercial business,” Dan Leff, executive chair and president of Ambri, said. “We are taking steps to build on this progress by strengthening our financial position and working with our lenders to support our future success.”
“We appreciate the constructive engagement we’ve had with our lenders to date, and we look forward to continuing to work together towards the best path for the business and all our stakeholders,” Leff said. “We are also grateful to our employees for their continued hard work and dedication. As we move forward, our team remains focused on delivering a long-life, safe and low-degradation battery system for long duration energy storage applications. We look forward to completing the sale process and to charting a healthy and successful next chapter for Ambri.”
Ambri has filed a number of customary first day motions with the U.S. Bankruptcy Court seeking authorization to support its operations during the court-supervised sale process, including the continued payment of employee wages and benefits without interruption. The company expects to receive court approval for these requests. Payments to vendors and suppliers for goods and services provided after the filing date will be paid on normal terms.
Goodwin Proctor and Potter Anderson are serving as legal counsel. Portage Point Partners is serving as restructuring advisor and investment banker. Kirkland & Ellis and Morris Nichols are legal counsel to the lender consortium.
