Banking Recap

Restructuring Announced for $50.0M

Clovis Oncology, Inc. announced on December 11, 2022 that it and certain subsidiaries had voluntarily initiated Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware and would seek to sell their assets through a court-supervised process. Concurrently, prior to the filing, Clovis entered into a "stalking horse" purchase and assignment agreement with Novartis Innovative Therapies AG to acquire substantially all rights to Clovis's pipeline clinical candidate FAP-2286 for an upfront payment of $50 million, plus up to $333.75 million in development and regulatory milestones and $297 million in later sales milestones.

Dec 13, 2022·SEC EDGAR (8-K)·pending regulatory·Chapter 11 filing with stalking-horse asset sale

Deal value

This record is sourced from an Exhibit 99.1 press release furnished with Clovis Oncology's Form 8-K filed December 13, 2022 (dated December 11, 2022), announcing both the Chapter 11 filing and the stalking-horse sale agreement on the same day. At the time of this filing, the Novartis transaction was a signed stalking-horse agreement subject to Bankruptcy Court approval and a Section 363 competitive-bidding process, not yet a completed sale.

Perella Weinberg Partners L.P. served as Clovis's restructuring investment banker, per the release's statement "Clovis is represented by Willkie Farr & Gallagher LLP as counsel, AlixPartners LLP as restructuring advisor and Perella Weinberg Partners L.P. as restructuring investment banker." No financial advisor to Novartis is named in this release, and no lead designation is given since the three named advisory roles (legal counsel, restructuring advisor, and restructuring investment banker) are distinct functions rather than competing financial advisors.

On the legal side, Willkie Farr & Gallagher LLP represented Clovis as counsel; no legal advisor for Novartis is disclosed in this release.

To fund operations during the Chapter 11 process, Clovis received a commitment of up to $75 million in multi-draw debtor-in-possession (DIP) financing. The sale process for FAP-2286 was structured under Section 363 of the Bankruptcy Code, subject to Bankruptcy Court-approved bidding procedures that would allow competing or higher bids, and the release notes Clovis was separately in discussions with other interested parties regarding its remaining assets.

Not disclosed in the sourced document is whether the Novartis stalking-horse bid was ultimately approved as the winning bid, the outcome of any competing bids, or an expected timeline for Bankruptcy Court approval of the sale.