Irvine, Calif., Apr. 2, 2024 –Sientra, Inc. (“Sientra” or the “Company”) announced that, following the completion of its Section 363 sales auction, Tiger Aesthetics Medical, LLC (“Tiger”) has been declared the successful bidder for certain of the assets of Sientra used in its breast reconstruction and augmentation business. As consideration for the acquisition, Tiger will pay a cash consideration of $42.5 million as well as assume certain liabilities of the Company, including up to $7 million in cure costs for certain assumed contracts, all the Company’s warranties for breast implants sold prior to the closing date, and all of the Company’s customer contracts.
Sientra also announced that it has entered into a definitive agreement with Nuance Intermediary, LLC (“Nuance”), pursuant to which Nuance will acquire substantially all the assets of Sientra used in its BIOCORNEUM business. As consideration for the acquisition, Nuance will pay a cash consideration of $8 million as well as assume certain liabilities of the Company, including cure costs for certain assumed contracts.
Both transactions are subject to the approval of the United States Bankruptcy Court for the District of Delaware at a hearing currently scheduled for April 10, 2024, and other customary closing conditions. All breast implant warranties under Sientra’s current warranty programs will be honored through closing.
Sientra announced its intent to pursue an expedited sale of its business under Section 363 of the Bankruptcy Code following filing for Chapter 11 protection in the United States Bankruptcy Court for the District of Delaware on February 12, 2024.
Sientra is represented by Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones as legal counsel, Stifel / Miller Buckfire as investment banker, and Berkeley Research Group, LLC as financial advisor. Court filings and information about Sientra’s Chapter 11 case can be found at a website maintained by the claims agent Epiq Corporate Restructuring, LLC at https://dm.epiq11.com/Sientra.
Tiger Aesthetics Medical, LLC is represented by Blank Rome LLP as legal counsel and H.C. Wainwright & Co. as investment banker. Tiger Aesthetics Medical is a wholly owned subsidiary of Tiger Biosciences. Tiger Biosciences acts as a parent company to a distinguished and growing portfolio of medical science and innovation companies, including wound care, regenerative medicine, and aesthetic subsidiaries.
Nuance Intermediary, LLC, an investment of Nuance Holdings LLC, as well as the owner of Nuance Medical, is represented by Ferguson Braswell Fraser Kubasta PC as legal counsel.
About Sientra
Headquartered in Irvine, California, Sientra is a surgical aesthetics company focused on empowering people to change their lives through increased self-confidence and self-respect. Backed by unrivaled clinical and safety data, Sientra’s platform of products includes a comprehensive portfolio of round and shaped breast implants, the first fifth-generation breast implants approved by the FDA for sale in the United States, the ground-breaking AlloX2®breast tissue expander with patented dual-port and integrated drain technology, alongside our single port tissue expander DERMASPAN designed to enable a gentler, more predictable expansion, the next-generation AlloX2Pro™, the first FDA-cleared MRI-compatible tissue expander, the Viality™ with AuraClens™ enhanced viability fat transfer system, the SimpliDerm® Human Acellular Dermal Matrix, and BIOCORNEUM the #1 performing, preferred and recommended scar gel of plastic surgeons (*).
Sientra uses its investor relations website to publish important information about the Company, including information that may be deemed material to investors. Financial and other information about Sientra is routinely posted and is accessible on the Company’s investor relations website at www.sientra.com. To learn more about Sientra, visit our website and follow Sientra on LinkedIn, Instagram, and Facebook.
(*) Data on file
About Tiger Biosciences
Tiger BioSciences is a pioneering force in the field of regenerative medicine, dedicated to maximizing the potential of human tissue. As a leader in tissue engineering and processing, we are driving innovation and transforming the future of medical science. Our mission is to harness the power of biotechnology and leverage the incredible possibilities within human tissue to shape a brighter future for patients worldwide. Tiger BioSciences leads the way in cutting-edge advancements in regenerative therapies. Our portfolio spans the entire spectrum of modern tissue engineering, from idea conception and pre-clinical research to processing and compliant distribution. At Tiger BioSciences, we are united by a shared commitment to pushing the boundaries of medical science and improving the lives of patients. Our teams of dedicated experts are passionate about making a difference and delivering innovative solutions that revolutionize wound care, aesthetics, and regenerative medicine.
About Nuance Medical
Nuance Medical, a wholly-owned subsidiary of Nuance Intermediary, LLC, is headquartered in Carlsbad, California, and is a leading designer, developer and marketer of branded and private label medical products. The company was formed in 2013 to develop innovative products in under-served, niche markets in the healthcare sector. Nuance Medical’s capabilities include product development, distribution, sales and marketing expertise, and deep relationships with healthcare distributors. To learn more about Nuance Medical’s acquisition of BIOCORNEUM, visit www.nuancemedical.com/biocorneum.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements are made only as of the date of this release. The words ‘‘believe,’’ ‘‘may,’’ ‘‘might,’’ ‘‘could,’’ ‘‘will,’’ ‘‘aim,’’ ‘‘estimate,’’ ‘‘continue, ‘‘anticipate,’’ ‘‘intend,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘position,” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes are intended to identify estimates, projections and other forward-looking statements. Forward-looking statements are based on management’s current expectations, beliefs, assumptions and estimates. These statements are subject to significant risks, uncertainties and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements, including risks and uncertainties regarding: the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, including with respect to any final orders relating to the DIP Credit Agreement; the Company’s ability to access the full amount available under the DIP Credit Agreement which requires the satisfaction of certain conditions that may not be satisfied for various reasons, including for reasons outside of the Company’s control; the ability of the Company to negotiate, develop, confirm and consummate a sale of all or substantially all of the Company Parties’ assets; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the sale of all or substantially all of the Company Parties’ assets, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents; the length of time that the Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Company’s ability to maintain listing of its common stock on the Nasdaq Stock Market, LLC; general economic conditions, including inflation, recession, unemployment levels, consumer confidence and spending patterns, credit availability and debt levels; the Company’s ability to attract, motivate and retain key executives and other associates; the impact of cost reduction initiatives; the Company’s ability to generate or maintain liquidity and legal and regulatory proceedings. Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports the Company files with the SEC, including those in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2022 and any updates thereto in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. Sientra has no obligation to update or revise these forward-looking statements and does not undertake to do so.