Basin Water sells assets to Amplio Filtration Holdings, files Chapter 11
RANCHO CUCAMONGA, CA, July 16, 2009 -- Basin Water Inc. has signed an asset purchase agreement to sell substantially all of its assets to Amplio Filtration Holdings Inc., a Delaware corporation and an affiliate of the Amplio Group...
• Transaction designed to enable company to continue operations as provider of environmental solutions
RANCHO CUCAMONGA, CA, July 16, 2009 -- Basin Water Inc. announced today that it has signed an asset purchase agreement to sell substantially all of its assets to Amplio Filtration Holdings Inc., a Delaware corporation and an affiliate of the Amplio Group, an international operator and investor in renewable energy and liquid filtration businesses. In order to facilitate the sale process, Basin Water has filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. Basin Water anticipates that the Chapter 11 filing will allow it to complete the sale under Section 363 of Chapter 11 of the Bankruptcy Code to Amplio Filtration Holdings Inc. or to another buyer who is determined by the Bankruptcy Court to have offered a higher and better bid for the assets of the Company. Basin Water expects that the sale will close in the third quarter of this year.
During this process, the Company expects to continue normal business operations consistent with its obligations as a Chapter 11 debtor-in-possession under the jurisdiction of the Bankruptcy Court. Basin Water expects to continue to sell, design and build custom water and air treatment solutions and provide uninterrupted customer service to those customers with whom it has water service agreements (WSAs). The Company will continue paying suppliers for goods and services provided after the bankruptcy filing date and, subject to approval by the Bankruptcy Court, the Company will pay all wages and benefits for active employees without interruption.
According to Michael M. Stark, President and CEO of Basin Water, the Chapter 11 process will allow the Company to continue providing its pay-for-performance environmental solutions to its customers in municipal and industrial markets while the business completes a structured sale of the Company's assets.
"We are grateful for the continuing support of our customers, our suppliers and our alliance partners as we undertake the Chapter 11 sale process. We have always been committed to providing reliable solutions for our customers, and we will continue to live up to those commitments as we go through this process. We do not anticipate any significant disruptions to our business and, subject to the approval of the Bankruptcy Court, intend to pay our vendors promptly for goods and services provided after the filing. What is more, we plan to be very active in the marketplace, developing new business opportunities and executing new contracts with our prospective customers," he said. "We expect to emerge from this process as a new company in the financial position to continue our mission of providing guaranteed environmental solutions on a pay-for-performance basis and achieving low lifecycle costs in meeting our customers' needs," he added.
Terms of Asset Purchase Agreement
Under the Asset Purchase Agreement, Amplio Filtration Holdings Inc. would purchase substantially all of the Company's assets and assume certain of the Company's obligations associated with the purchased assets through a supervised sale under Section 363 of the Bankruptcy Code. The purchase price is Two Million Dollars ($2,000,000), but is subject to higher and better bids, approval of the Bankruptcy Court and customary closing conditions. The Company plans to engage in a robust bidding process with any and all interested parties. Those interested in submitting bids should contact Andrew F. Viles, Managing Director, Head of US M&A, Canaccord Adams, 99 High St., Boston, MA 02110, 617.371.3715, or the Company in writing at 9302 Pittsburgh Avenue, Suite 210, Rancho Cucamonga, CA 91730, as soon as possible, as competing bids are expected to be due by August 20, 2009.
The Chapter 11 filing by the Company was made July 16, 2009, in the United States Bankruptcy Court for the District of Delaware, in Wilmington, Delaware. Basin Water's legal advisors with respect to the Chapter 11 filing are Young Conaway Stargatt & Taylor, LLP and Latham & Watkins LLP.