SSG Capital Advisors served as the investment banker to George L. Miller, the Chapter 7 trustee of Gelesis Holdings and certain affiliates, in the sale of substantially all assets to an affiliate of Theras Group, T-Investments and Andromeda Energy. The transaction closed in July 2024 pursuant to a Section 363 sale process in the U.S. Bankruptcy Court for the District of Delaware.
Gelesis sought to raise additional capital via a SPAC merger to support the demand for Plenity. During the customary SEC review of the de-SPAC transaction, access to the capital markets for earlier-stage companies deteriorated and investor redemptions resulted in the company receiving net cash proceeds significantly below the anticipated funding amount. Due to the funding shortfall and subsequent failed attempts to raise additional capital, the company was forced to restrict marketing efforts in mid-2022 and halt all marketing spend by the end of the year. Given the lack of funding to support operations, the company filed for relief under Chapter 7 of the U.S. Bankruptcy Code in Q4/23.
SSG was retained by the trustee in January 2024 to conduct a comprehensive marketing process and solicit offers for substantially all of the company’s assets, which included the company’s intellectual property and a majority equity stake in a non-debtor manufacturing affiliate in Italy. This process resulted in several offers from potential stalking horse bidders, with T-Investments and Andromeda Energy ultimately approved as the stalking horse in April 2024.
SSG subsequently commenced an extensive re-marketing effort that included outreach to a host of strategic and financial investors, both domestic and international. While the process garnered significant interest from numerous parties, no competing offers were received by the bid deadline and the sale to the stalking horse closed in July 2024. Given the sale of equity in a foreign entity, the closing required approvals from the lenders and minority equity holders of the Italian affiliate as well as the Italian government. SSG generated interest from buyers, navigated complex ownership structures and marketed international assets.
Other professionals who worked on the transaction include:
- George L. Miller of Miller Coffey Tate, Chapter 7 Trustee of Gelesis Holdings
- John T. Carroll III, David Doyle, Simon E. Fraser, Anna M. McDonough and Marco Biagiotti, of Cozen O’Connor, counsel to the Chapter 7 trustee
- Matthew R. Tomlin and John Reynolds of Miller Coffey Tate, financial advisor to the Chapter 7 trustee
- Enrica Maria Ghia of Studio Legale Ghia, special Italian counsel to the Chapter 7 trustee
- Brian J. McLaughlin, Lydia Ferrarese and Albena Petrakov of Offit Kurman, P.A., counsel to T-Investments
- Carlo Grignani of ADVANT, Italian counsel to T-Investments
- Peter Antonelli of Peter Antonelli Law, counsel to Andromeda Energy
_x000D_
_x000D_
_x000D_
_x000D_
_x000D_
_x000D_
_x000D_
