SSG Capital Advises CPL in the Sale to Aterian Investment Partners

SSG Capital Advisors served as the investment banker to Contract Pharmaceuticals Limited Canada and its affiliates (CPL) in its restructuring and sale to Aterian Investment Partners via a reverse vesting order (RVO).

The sale was effectuated through the Companies’ Creditors Arrangement Act (Canada) (CCAA) in the Ontario Superior Court of Justice, and an ancillary Chapter 15 proceeding in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in June 2024.

SSG was retained in November 2023 to advise CPL on strategic alternatives. Given the cross-border complexities and the highly regulated nature of the CDMO industry, SSG focused on identifying solutions to optimize the company’s capital structure to further stabilize the business and allow CPL to achieve its growth initiatives. In December 2023, increasing liquidity pressure necessitated the company to seek relief by commencing a CCAA proceeding and initiating an in-court sale and investment solicitation process (SISP) that would preserve value by allowing CPL to identify alternatives in a structured manner, all while under court supervision.

SSG conducted a multi-track sale and recapitalization marketing process, which attracted significant interest from strategic and financial acquirers. Multiple parties submitted offers to acquire all or a portion of the company’s business. After discussion with numerous investor groups, the company determined that the sale to Aterian Investment Partners maximized stakeholder value and enabled CPL to exit from CCAA and move forward with a well-capitalized business. SSG’s experience with special situations, joint U.S.-Canadian insolvencies, complex capital structures and running competitive sale processes enabled CPL to maximize value, preserve jobs and maintain the loyalty of vendors and customers.

The CPL transaction was led by Christopher Thomas, Jay Taunk, Brian Moore and Carlos Sanchez of Aterian Investment Partners.

Other professionals who worked on the transaction include:

• Christopher Armstrong, Dan Dedic, Victor Liu, Erik Axell, Jennifer Linde and Christina Liao of Goodmans; CCAA Bankruptcy Counsel to CPL

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• Matthew B. McGuire, Joshua B. Brooks, Jennifer L. Ford, Allison L. Strauss, George A. Williams, Melissa Ramirez and Mark Hitchens of Landis Rath & Cobb; Chapter 15 Bankruptcy Counsel to CPL

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• Noah Goldstein, Ross Graham and Ben Luder of KSV Restructuring; Monitor of the CCAA proceeding

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• Ryan C. Jacobs, Joseph J. Bellissimo, Michael Wunder and Stephanie Fernandes of Cassels Brock & Blackwell’ Counsel to KSV Restructuring

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• Doug Jenkinson, Mohamed Abu-Shaaban, Yolanda Rebello and Cylvia Tang of Ernst & Young Global; Quality of Earnings Advisor to CPL

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• Sean Zweig, Jesse Mighton and Aiden C.R. Nelms of Bennett Jones; Canadian Counsel to Deerfield Management

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• Mark D. Wood and Kristopher J. Ring of Katten Muchin Rosenman; Counsel to Deerfield Management

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• Geoffrey Richards, Adam Kauffman, Simon Wein, Kevin Phelan, Darius Tam and Mason King of Raymond James & Associates; Financial Advisor to Deerfield Management

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• Sanjeev Mitra, Jeremy Nemers and Cristian P. Delfino of Aird & Berlis; Counsel to Royal Bank of Canada

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• Harvey Chaiton and Laura Culleton of Chaitons; Counsel to Export Development Canada

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• Adam Wexner and Alan Chen of Kirkland & Ellis; Counsel to Aterian Investment Partners

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• Tracy C. Sandler, Justin Sherman, Mike Proudfoot, Hannah Davis and Chloe Duggal of Osler, Hoskin & Harcourt; Canadian Counsel to Aterian Investment Partners

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