Hoche Partners Takes Control of Procaps Group

Procaps Group, a Barranquilla, Colombia-based pharmaceutical and healthcare firm, has finalized a $130 million USD equity investment and a comprehensive debt restructuring agreement with its primary lenders. This financial restructuring follows a period of significant challenges for the company, including a notification from Nasdaq regarding the suspension of its stock listing and ongoing scrutiny of its accounting practices. The financial overhaul coincides with a change in strategic leadership, as new investors assume controlling stakes in the company.

The $130 million USD equity investment includes a previously disclosed secured convertible note issuance of $40 million USD from Hoche Partners Pharma Holding S.A. in mid-October 2024, intended to provide Procaps with liquidity during a period of financial distress. This note has since been converted into ordinary shares. The remaining $90 million USD was raised through a private placement of ordinary shares. The investor group comprises Chemo Project S.A., Becaril S.A., Flying Fish Ventures L.P., Saint Thomas Commercial S.A., Santana S.A., Hoche Partners Pharma Holding S.A., and other undisclosed investors. This collective now holds approximately 90% of Procaps’ shares.

The involvement of Hoche Partners in Procaps’ financial restructuring follows a period of contention between the Chilean-origin investment firm and the company’s previous management. In November 2024, Procaps received notification from Nasdaq regarding the suspension of its stock listing after failing to file its Form 20-F for the fiscal year ending December 31, 2023, with the US Securities and Exchange Commission (SEC).

This situation arose after Hoche Partners Pharma Holding initiated legal action through the US law firm Gibbons P.C. due to identified irregularities in the company’s accounting. Hoche Partners had proposed a change in management to address the delays in financial reporting.

According to a letter submitted to the SEC by Gibbons P.C. on behalf of Hoche Partners in late October, the investment firm had offered a $40 million USD liquidity injection to Procaps on October 20, 2024. The proposal outlined an immediate availability of half the funds, with the remaining half to be raised and invested before the end of the year.

Gibbons P.C. stated that this offer was contingent upon changes in corporate governance and voting rights affecting the majority shareholders while allowing them to participate in capital increases. Another condition involved the majority shareholders reimbursing the company for expenses related to the accounting investigation. However, Procaps’ management reportedly rejected this proposal and presented counteroffers deemed “unacceptable” by Hoche Partners. Consequently, Hoche Partners withdrew its offer on October 28, 2024.

Despite the withdrawal, Hoche Partners now intends to play a significant role in guiding Procaps’ transformation and supporting its long-term strategy. The new shareholder base, which includes investors with experience in the healthcare and pharmaceutical sectors, is expected to actively participate in the company’s turnaround efforts.

Alejandro Weinstein, Chairman of the Board and representative of Hoche Partners, stated, “With this strong and committed investor group that trusts the future of Procaps, the company is now in a position to stabilize, rebuild trust, and create long-term value through operational discipline and a renewed strategic focus.”

Simultaneously, Procaps finalized a comprehensive restructuring of approximately $209 million USD in debt that was previously under forbearance. The agreement with key lenders includes:

• Extension of debt maturities and revised payment schedules to improve near- and mid-term cash flow.
• Reprofiling of financial obligations to align with the company’s operational turnaround timeline.
• Adjustment of financial covenants to better reflect current operations and the strategic plan.
• Preservation of liquid assets to support ongoing operations and strategic initiatives.
• As part of the debt restructuring, certain lenders have agreed to convert a portion of their debt holdings into equity in the company, indicating an alignment of interests with Procaps’ long-term prospects.

Interim Co-Chief Executive Officer Melissa Angelini commented, “This financial reset gives us the breathing room and flexibility to focus on what matters: rebuilding the core of the business and creating sustainable value.”

These financial maneuvers follow a challenging fiscal year 2024 for Procaps. The company’s current focus is on executing a turnaround strategy that includes addressing the findings of a previously disclosed internal investigation related to internal controls, governance, and financial reporting. Procaps is also in the process of finalizing the restatement of prior-period financial statements and intends to release its audited 2023 and 2024 financials as soon as practicable. The delay in filing its Form 20-F was a key factor leading to the Nasdaq delisting notification.

Additional elements of the turnaround strategy include implementing structural cost-efficiency measures, centralizing decision-making, and prioritizing margin expansion through operational discipline and business simplification.

In a significant organizational shift, Procaps has relocated its corporate headquarters to Bogotá, Colombia. This move aims to centralize strategic, financial, and executive decision-making closer to the company’s primary markets. However, the company’s operational footprint in Barranquilla, where manufacturing plants, product development, and other key operational teams are based, will remain unchanged.

The headquarters relocation is part of a broader internal reorganization that involves the centralization of finance, financial planning and analysis (FP&A), compliance, legal, and information technology (IT) functions. The company is also implementing leadership transitions to foster a performance-oriented management culture, enhancing governance structures, and strengthening internal controls, reporting mechanisms, and operating discipline.

To enhance accountability and improve commercial performance, Procaps is reorganizing its operations into five regional clusters: Colombia, Brazil (B2B), United States (B2B), Andinos (comprising Peru, Ecuador, and Bolivia), and CENAM (including Guatemala, El Salvador, Honduras, Nicaragua, Costa Rica, Panama, and the Dominican Republic).

Furthermore, Procaps is actively pursuing strategic alternatives for non-core assets, with several discussions reportedly in advanced stages. The potential proceeds from these sales are intended for debt reduction and reinvestment in high-margin, strategic assets and operations.

With a restructured capital base and new leadership in place, Procaps states its focus is on restoring profitability through operational efficiency and cost control, reinforcing governance and transparency, delivering on its remediation plan, divesting non-core assets, and investing in innovation and commercial growth, particularly in prescription drugs and expanding its contract development and manufacturing organization (CDMO) global footprint. The company faces the ongoing task of addressing its delayed financial filings to regain compliance with Nasdaq listing requirements.

Greenberg Traurig, LLP advised Procaps as lead transaction and US counsel, Arendt & Medernach S.A. as Luxembourg counsel, and Philippi Prietocarrizosa Ferrero DU & Uria as Colombian and Peruvian counsel. FTI Consulting served as the company’s exclusive financial advisor.

Photo credit: Procaps Group website.