Ropes & Gray Advises FORMA Brands on Definitive Asset Purchase Agreement With Secured Lenders and in Chapter 11 Proceedings

Ropes & Gray represented FORMA brands as its direct parent company, FB Debt Financing Guarantor, LLC, entered into a definitive asset purchase agreement with an entity controlled by the agent under FORMA Brands’ existing secured debt, Jefferies Finance LLC. (together with Jefferies Finance LLC, funds managed by Cerberus Capital Management, L.P. and FB Intermediate Holdings, LLC, each in their capacities as secured lenders, the “Investor Group”), under which substantially all of FORMA Brands’ assets will be acquired. The agreement was announced on Jan. 12 in a press release.

To facilitate the sale process, FORMA Brands and all of its domestic direct and indirect subsidiaries initiated voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. FORMA Brands has received a commitment for approximately $33 million in debtor-in-possession financing from the Investor Group, which, subject to court approval, will be available to support the business and its operations throughout the court-supervised sale process.

FORMA Brands’ is a builder of beauty brands anchored in innovative and high-quality products, marketing and operations.

The Ropes & Gray team was led by business restructuring partners Gregg Galardi, Cristi Schwarzman and Ryan Dahl, and included finance partner Jennifer Harris, capital solutions & private credit partner Jonathan Gill, litigation & enforcement partners Rocky Tsai, Matt McGinnis, Rob Roberts, IP transactions partner Erica Han, employment, executive compensation and employee benefits partners Pascal Mayer, Richard Kidd and Ellen Sueda, tax partner Benjamin Rogers, real estate partner Jack Creedon, and  private equity counsel Ellen Wheeler.