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September 1, 2021 – Arguing that the sudden decision of their prepetition lender to terminate access to cash collateral left it administratively insolvent, the Debtor has filed a motion to convert its Chapter 11 case to one filed one under Chapter 7 [Docket No. 442].
Until September 1st, the Debtor was confident that its completed asset sales (to Conexio Care, Inc. and with aggregate proceeds of $12.725mn, see further below) left it in a position to shortly file a Chapter 11 Plan (in an August 12th motion to have Plan exclusivity periods extended it noted: "the Debtor believes that it will be in a position to file a joint plan with the Committee in the near term").
That all changed, however, with the receipt of a September 1st notice terminating access to cash collateral from prepetition lender Wilmington Savings Fund Society, FSB (the “Prepetition Secured Lender” or “WSFS”) owed $9.8mn under a pair of prepetition loans. Having received its share of the sale proceeds, the Debtor argues, WSFS has effectively abandoned the Debtor and forced a conversion of the Debtor's case to Chapter 7. The Debtor sums up: "…almost immediately after WSFS received its share of the Proceeds, WSFS informed counsel for the Debtor and counsel for the Committee that WSFS (i) would not support the liquidating plan and (ii) would not permit any use of cash collateral after August 31, 2021 unless this motion to convert was on file….In essence, WSFS created the very default it has caused to force the Debtor to convert the case."
A hearing on the motion is scheduled for September 17, 2021, with objections due by September 15, 2021.
The conversion motion states, “The Debtor consummated a Sale of the Debtor’s assets, yielding $12.725 million in Proceeds, ensuring, without interruption, the continuation of critical healthcare services to over 10,000 of Delaware’s most needy and underserved residents, preserving in excess of 800 essential jobs, and resolving certain claims raised by governmental entities and secured creditors enabling the distribution of the Proceeds. Had this sale not been achieved, it is hard to imagine the negative impact that could have occurred, significantly beyond the discussion of financial considerations.
At the outset of this case, a number of constituencies including but not limited to the State of Delaware and the United States Department of Justice, on behalf of a number of federal agencies, made clear that their most important concern was that the Debtor’s services were not interrupted. With support of these constituencies and the Committee, the Debtor was able to accomplish this goal.
Moreover, in accordance with the terms of a settlement with WSFS embodied in the Third Amendment to the Final Cash Collateral Order, the Debtor and the Committee drafted a plan that would potentially allow a distribution to unsecured creditors. Although counsel for WSFS assured that they would only propose minor comments to the Plan so that the Debtor would be able to file such Plan in sufficient time to have the disclosure statement considered by the Court at the next omnibus hearing, almost immediately after WSFS received its share of the Proceeds, WSFS informed counsel for the Debtor and counsel for the Committee that WSFS (i) would not support the liquidating plan and (ii) would not permit any use of cash collateral after August 31, 2021 unless this motion to convert was on file.
…On September 1, 2021, WSFS sent a Notice of Termination Declaration (the 'Carve-Out Trigger Notice') to the Debtor and the Committee, declaring that an Event of Default had occurred and was continuing under the Final Cash Collateral Order by failing to file the very Plan WSFS supported but then abruptly changed its mind. A copy of the Carve-Out Trigger Notice is attached hereto as Exhibit A. In essence, WSFS created the very default it has caused to force the Debtor to convert the case. The Debtor and the Committee reserve all rights with respect to the Carve-Out Trigger Notice.
Absent access to cash collateral, the estate lacks funding to cover the costs of administrative expenses. Accordingly, the Debtor has determined that the Chapter 11 Case (as defined herein) must be converted to a case under chapter 7 to avoid additional losses and prevent the ongoing accrual of unnecessary additional costs to the detriment of all parties-in-interest.
… Aside from the collection of these accounts receivable, there are no ongoing business operations, no cash flow, no hope for rehabilitation (in light of the recent decision by WSFS not to support the plan), and no hope for consensual liquidation via a confirmable chapter 11 plan. Notwithstanding the estate’s dim prospects, the costs of administering the Chapter 11 Case continue mounting and U.S. Trustee fees continue to accrue. Without the promised support of WSFS for a liquidating plan, the Debtor is left with no alternative but to move to convert this case as promptly as possible.”
On June 14, 2021, the Court hearing the Connections Community Support Programs, Inc. issued sale orders approving (i) the $10.0mn sale of the Debtor’s Non-MAT Assets [Docket No. 247] and (ii) the $2.725mn sale of the Debtor’s MAT Assets [Docket No. 245]; in each case to Conexio Care, Inc. (“Conexio” or “Buyer”). The asset sale agreements are attached to the respective orders with the MAT Assets seeing a slight bump in purchase price from $2.5mn as reflected in a June 11th amendment to the MAT Assets APA (also attached to the sale order).
Conexio is a non-profit affiliate of Inperium, Inc. “a Constellation company of non-profits & for-profits providing person-centric health related supports & other business services to the organizations it aids.”
According to Inperium: “Founded in 2016, Inperium, Inc. is a Pennsylvania non-profit corporation headquartered in Reading, Berks County, Pennsylvania. Inperium, Inc. is a Constellation company of non-profits & for-profits providing person-centric health related supports & other business services to the organizations it aids.
Built on the belief that organizations need not to sacrifice their mission and culture to in order to grow, the Inperium Affiliation model was established. When an organization affiliates with Inperium, it does not merge with Inperium. It remains the same legal entity that it was prior to the affiliation. We support and assist the affiliated companies to foster an array of quality services, financial diversity & continuity of care by maximizing all of our collective resources.
Inperium, Inc., is governed by a Board of Directors comprised of its Officers and independent members of the communities served by Inperium’s affiliated companies. Inperium is both a 501(c)(3) and Type II supporting organization under Section 509(a)(3).
About the Debtors
According to the Debtors: “Connections Community Support Programs, Inc. provides a comprehensive array of health care, housing, and employment opportunities that help individuals and families to achieve their goals and enhance our communities.
Connections is one of Delaware’s largest nonprofits, collaborating with government, community, corporate, and other philanthropic partners to maximize services for our state’s most vulnerable citizens.
We operate in more than 100 separate locations in Delaware, and have recently expanded our services to the eastern shore of Maryland. We have more than 1,200 full-time employees who serve tens of thousands of Delawareans each year.”
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