September 19, 2018 - Aralez Pharmaceuticals Inc. ("Aralez") announced that it entered into purchase agreements with two separate stalking horse purchasers to sell their main operating businesses: the first is an agreement to sell its VIMOVO® royalties and Canadian operations to Nuvo Pharmaceuticals Inc. ("Nuvo") in a transaction valued at $110 million and the second an agreement to sell its TOPROL-XL® Franchise to its secured lender, Deerfield Management Company, L.P. ("Deerfield"), in a transaction valued at $130 million. Aralez had previously disclosed in a Form 8-K filed with the SEC on August 14, 2018 that the latter transaction with Deerfield was to be valued at $140 million. According to a Company press release, Deerfield has also provided a commitment to finance Nuvo's transaction with the Company. The Company further reported that it is continuing its efforts to sell the assets not being sold in the proposed stalking horse transactions and intends to wind down its operations following the consummation of the sales.
Aralez and 6 affiliated debtors filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Southern District of New York on August 10, 2018. The Company’s parent, Aralez Pharmaceuticals, along with its Canadian subsidiary, Aralez Pharmaceuticals Canada, commenced voluntary proceedings under Canada's Companies' Creditor Arrangement Act (the "CCAA") in the Ontario Superior Court of Justice. The documentation in respect of the transactions has not yet been filed with the Court or reported to the SEC.
September 19, 2018 – Quantum Fuel Systems Technologies filed with the U.S. Bankruptcy Court a monthly operating report for August 2018 [Docket No. 586]. For the month, the Company reported a net loss of $54 on zero net sales/revenue. The Company also posted $54 in total non-operating expenses.
September 19, 2018 - Dextera Surgical requested an extension to the exclusive periods during which it can file a Chapter 11 Plan, and solicit acceptances thereof, through and including, December 7, 2018 and February 8, 2019, respectively [Docket No. 472]. Absent the requested extensions, the exclusivity periods are scheduled to expire on October 7, 2018 and December 8, 2018, respectively. The extension motion explains, “The Debtor filed a viable Plan and, absent unforeseen circumstances, will seek confirmation of that Plan on November 8, 2018. This Motion is being filed, out of an abundance of caution, in the event that unforeseen circumstances preclude the Debtor from proceeding with the current Plan on the timeline noted. The fact that the Chapter 11 Case has been pending for approximately ten months, during which time the Debtor has made significant progress, including the consummation of a sale that is expected to provide a recovery not only to creditors but also to equity holders, further supports the requested extension of the Exclusive Periods.” The Court scheduled an October 25, 2018 hearing to consider the extension motion, with objections due by October 3, 2018.
September 19, 2018 - J&M Sales filed an amendment to a letter agreement dated August 5, 2018 by and between National Stores Inc. (“Merchant”) and Hilco Merchant Resources, LLC (“Agent” and together with Merchant, the “Parties”) relating to inventory disposition and the conduct of store closing sales [Docket No. 16]. The notice [Docket No. 451] states, “The Parties hereby amend the Agreement as follows (the “Amendment”):
- In addition to the Merchandise, the Merchant and Agent shall work together in good faith to determine the appropriate amount and mix of Additional Goods to include in the Sale to maximize the aggregate results of the Sale, and the Merchant may include such Additional Goods in the Sale.
- Section B. of the Agreement is hereby amended by deleting the reference to October 15, 2018 and replacing it with October 31, 2018.
- The Expense Budget attached to the Agreement as Exhibit B is hereby deleted in its entirety and replaced with Exhibit 1 to this Amendment. All references in the Agreement to the Expense Budget shall be deemed to be a reference to Exhibit 1 to this Amendment.
- In the first sentence of Section F.(D), the reference to Section 5(B) shall be replaced with Section E."
A final hearing on the store closing motion is scheduled for September 20, 2018. The amendment attaches the revised Expense Budget as Exhibit 1.
September 19, 2018 – Brookstone filed a first amendment [Docket No. 397] to its debtor-in-possession (“DIP”) credit agreement [Docket No. 19] which provides a limited waiver to certain events of default under that agreement, principally related to the Debtors’ failure to hit budgeted cash receipt targets and failure to meet reporting obligations. The amendment also (i) changed several milestone dates, notably shifting the date by which the Debtors’ must complete permitted sales, store closings and liquidation sales from September 30, 2018 to October 4, 2018 and (ii) amended the DIP budget.
The amendment notes, “Effective as of the First Amendment Effective Date, the parties hereto agree that the Credit Agreement is hereby amended as follows: (a) Section 4.17 of the Credit Agreement is hereby amended by deleting clause (b) thereof in its entirety, and by substituting the following in its stead: "(b) (i) Commencing with the second full calendar week following the Petition Date and for each calendar week thereafter, the Borrower shall not permit the Actual Disbursement Amount for any Cumulative Four Week Period to exceed 110% of the Budgeted Disbursement Amount for any such Cumulative Four Week Period; and (ii) Commencing with the first full calendar week following the First Amendment Effective Date and for each calendar week thereafter, the Borrower shall not permit Actual Cash Receipts for any Cumulative Four Week Period to be less than 90% of Budgeted Cash Receipts for any such Cumulative Four Week Period."