Gamida Cell Ltd.: Chapter 15 Israeli Debt Arrangement
Gamida Cell filed Chapter 15 in Delaware to recognize an Israeli debt arrangement. Highbridge converted $75M notes and provided $45M financing.
Gamida Cell Ltd. is an Israeli cell therapy company best known for Omisirge (omidubicel-onlv), the first FDA approved expanded cord blood product. The company filed a Chapter 15 petition on April 22, 2024 in the U.S. Bankruptcy Court for the District of Delaware to recognize and enforce an Israeli debt arrangement, a cross-border structure described as the first U.S. recognition and enforcement of an Israeli debt arrangement. The restructuring was anchored by a March 27, 2024 restructuring support agreement in which Highbridge agreed to convert $75 million of senior notes into equity and provide new capital, with the arrangement becoming effective on May 24, 2024.
The filing came after a long commercialization effort and mounting liquidity pressure. Gamida Cell was founded in Jerusalem in 1998 and built a nicotinamide based platform to expand stem cells and natural killer cells, culminating in the April 2023 FDA approval of Omisirge. The company had previously gone public on Nasdaq in 2018, but by early 2024 it was reporting negative cash flow of roughly $7 million per month and pursuing a strategic alternatives process that did not yield actionable third party transactions. The Israeli debt arrangement took the company private under Highbridge ownership and paired with a short Chapter 15 process to bind U.S. creditors and protect U.S. assets while the Israeli court supervised the main restructuring.
| Debtor | Gamida Cell Ltd. |
| Court | U.S. Bankruptcy Court for the District of Delaware |
| Case Number | 24-10847 (JKS) |
| Chapter | Chapter 15 (foreign recognition) |
| Foreign Proceeding | Israeli debt arrangement under Part 10 of the Israeli Insolvency Law |
| Petition Date | 2024-04-22 |
| Recognition Order Date | 2024-05-15 |
| Effective Date | 2024-05-24 |
| Case Closure | 2024-05-24 |
| Debt Converted | $75 million senior notes converted to equity |
| Shareholder Consideration | CVRs up to $27.5 million |
| Exit Financing | Up to $45 million from Highbridge |
| Noticing Agent | Kroll Restructuring Administration LLC |
| Headquarters | Jerusalem, Israel |
Restructuring Overview
Deal architecture. The Israeli debt arrangement converted approximately $75 million of senior notes into 100 percent of the reorganized equity, cancelled existing equity, and issued contingent value rights to former shareholders for up to $27.5 million. Highbridge also committed up to $45 million of exit financing, including about $30 million of new money and a delayed draw tranche. In practical terms, the transaction recapitalized the company with a single sponsor while leaving other unsecured creditors unimpaired and paid in the ordinary course.
Liquidity drivers and failed alternatives. The restructuring was driven by persistent cash burn and a narrowing runway. By early 2024 the company was reporting negative cash flow of roughly $7 million per month and a capital structure dominated by the 2026 senior notes. Management had run a strategic alternatives process since March 2023 but disclosed that it did not yield actionable third party solutions, leading to the Highbridge supported arrangement and a target approval timeline in May 2024.
Israeli process mechanics. The Israeli proceeding was filed under Part 10 of the Israeli Insolvency Law and required class approval by majority in number and 75 percent in value. The process included a court appointed valuation expert, an early proofs of debt deadline for contested claims, and a compressed timetable for hearings because of liquidity constraints. Those procedural steps were later recognized in the Delaware Chapter 15 case as the basis for comity and enforcement of the Israeli confirmation order.
Chapter 15 Recognition and U.S. Coordination
Recognition relief and enforcement. The Delaware court granted foreign main proceeding recognition and applied the automatic stay to U.S. assets. The recognition order also granted comity and the enforcement order permanently enjoined actions that would interfere with the Israeli arrangement. Those orders authorized the implementation of the note to equity conversion and treated the CVR issuance as exempt from U.S. securities registration requirements, which allowed the deal to close without a separate U.S. securities process.
Noticing agent and case administration. The Chapter 15 scheduling order identified Kroll Restructuring Administration LLC as the noticing agent responsible for distributing notice and maintaining the public case website. The debtor later filed a Notice of Effective Date and Full Administration on May 24, 2024, stating that the debt arrangement had become effective and supporting closure of the U.S. case after full administration.
Parallel U.S. subsidiary case. The cross-border structure paired the parent company's Chapter 15 recognition with a short Chapter 11 case for the U.S. subsidiary, Gamida Cell Inc. Law firm summaries described this coordinated Chapter 15 and Chapter 11 approach as a novel framework for Israeli companies that need U.S. recognition and enforcement for a debt restructuring governed by Israeli law.
Post Restructuring Status
Ownership and listing. After the arrangement closed, Highbridge became the sole equity owner and the company delisted from Nasdaq, taking Gamida Cell private. Israeli coverage reported a 25 percent workforce reduction and the closure of the Jerusalem development center, while the Kiryat Gat production site continued operations.
Product focus and go-forward capital. The exit financing provided by Highbridge was structured to fund continued commercialization of Omisirge. The FDA continues to list Omisirge as an approved therapy for transplant indications, supporting the company's core commercialization strategy post-restructuring.
Frequently Asked Questions
What does Gamida Cell Ltd. do? Gamida Cell develops cell therapy products using a nicotinamide based platform to expand stem cells and natural killer cells. Its lead product, Omisirge (omidubicel-onlv), received FDA approval in April 2023 as the first expanded cord blood product for transplant patients.
Why did Gamida Cell file Chapter 15? The parent company pursued an Israeli debt arrangement as its primary restructuring tool. Chapter 15 in Delaware was used to recognize and enforce that Israeli proceeding in the United States, extend the automatic stay to U.S. assets, and protect the implementation of the note to equity conversion against U.S. creditor actions.
When was the Chapter 15 case filed and when did it end? The Chapter 15 petition was filed on April 22, 2024. A Notice of Effective Date filed on May 24, 2024 stated that the arrangement had become effective, and the case was closed the same day.
What were the headline terms of the Israeli debt arrangement? Highbridge agreed to convert about $75 million of senior notes into equity. Existing equity was cancelled and replaced with contingent value rights of up to $27.5 million, while other unsecured creditors were left unimpaired and paid in the ordinary course.
What exit financing supported the restructuring? Highbridge committed up to $45 million of financing, including roughly $30 million in new money, a roll up of existing debt, and a delayed draw tranche to support ongoing operations.
How did the company reach a restructuring decision? Management reported that a strategic alternatives process that began in March 2023 did not yield actionable third party transactions. With high cash burn and limited runway, the company moved forward with the sponsor backed Israeli arrangement and Chapter 15 recognition.
What happened to the company after the restructuring? The company became private under Highbridge ownership and delisted from Nasdaq. Israeli reporting described a 25 percent workforce reduction and the closure of the Jerusalem development center, while the Kiryat Gat production facility continued operating.
What does Chapter 15 recognition accomplish in a case like this? Recognition allows a U.S. court to give effect to the foreign restructuring, apply the automatic stay to U.S. assets, and enforce the foreign confirmation order. In this case, recognition ensured the Israeli debt arrangement could be implemented without conflicting U.S. litigation.
Who is the claims and noticing agent? The Chapter 15 scheduling order identifies Kroll Restructuring Administration LLC as the noticing agent for the case.
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