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Dextera Surgical Inc., Debtor. Chapter 11 Case No. 17

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Dextera Surgical Inc., Debtor. Chapter 11 Case No. 17 Case 17-12913-KJC Doc 211 Filed 03/20/18 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 1 Dextera Surgical Inc., Case No. 17-12913 (KJC) Debtor. Hearing Date: April 25, 2018 at 1:00 p.m. (ET) Objection Deadline: April 3, 2018 at 4:00 p.m. (ET) DEBTOR’S MOTION (I) TO RETAIN ARCH & BEAM GLOBAL, LLC TO PROVIDE INTERIM MANAGEMENT SERVICES AND PROVIDE THE DEBTOR A CHIEF RESTRUCTURING OFFICER AND ADDITIONAL PERSONNEL AND (II) TO DESIGNATE MATTHEW ENGLISH AS THE DEBTOR’S CHIEF RESTRUCTURING OFFICER, NUNC PRO TUNC TO MARCH 19, 2018 The above-captioned debtor and debtor-in-possession (the “Debtor”), by and through its undersigned counsel, hereby files this application (the “Motion”) for the entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), pursuant to sections 105(a) and 363(b) of title 11 of the United States Code (the “Bankruptcy Code”), authorizing the Debtor (i) to retain Arch & Beam Global, LLC (“Arch & Beam”) to provide interim management services and a chief restructuring officer (“CRO”) and additional personnel, as set forth in that certain engagement agreement between the Debtor and Arch & Beam (the “Engagement Agreement”), a copy of which is attached hereto as Exhibit B, and (ii) to designate Matthew English (“Mr. English”) as the Debtor’s CRO, nunc pro tunc to March 19, 2018. In support of this Motion, the Debtor submits the Declaration of Mr. English (the “English Declaration”), a copy of which is attached hereto as Exhibit C, and respectfully states as follows: 1 The last four digits of the Debtor’s federal tax identification number are 7832. The Debtor’s address is 900 Saginaw Drive, Redwood City, CA 94063. 24408898.2 03/20/2018 Case 17-12913-KJC Doc 211 Filed 03/20/18 Page 2 of 12 Jurisdiction 1. This Court has jurisdiction over this Motion under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference of the United States District Court for the District of Delaware. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue is proper in this judicial district under 28 U.S.C. §§ 1408 and 1409. The Debtor confirms its consent pursuant to Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”) to the entry of a final order by the Court in connection with this Motion if it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. The statutory bases for the relief requested herein are sections 105 and 363(b) of the Bankruptcy Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rule 2016-2. Background 3. On December 11, 2017 (the “Petition Date”), the Debtor filed a voluntary petition for relief with the Court under chapter 11 of the Bankruptcy Code, commencing this bankruptcy proceeding (the “Chapter 11 Case”). The Debtor continues to operate its business and manage its property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in the Chapter 11 Case and no official committees have been appointed. 4. As of the Petition Date, the Debtor was an innovative medical device company that designed and manufactured proprietary stapling devices that enable the advancement of minimally invasive surgical procedures. 24408898.2 03/20/2018 2 Case 17-12913-KJC Doc 211 Filed 03/20/18 Page 3 of 12 5. Additional information regarding the Debtor’s business and the reasons for filing the Chapter 11 Case is set forth in the Declaration of Julian Nikolchev in Support of Dextera Surgical Inc.’s First Day Motions [Docket No. 2]. 6. On December 11, 2017, the Debtor entered into an asset purchase agreement to sell substantially all of its assets (the “Sale”) to Aesculap, Inc. or its designee (the “Buyer”). 7. On January 24, 2018, the Court approved the Sale and entered the Order (WITH REVISIONS) (A) Approving Asset Purchase Agreement with Aesculap, Inc., (B) Authorizing Sale of Debtor’s Assets Free and Clear of Interests; (C) Authorizing Assumption and Assignment of Certain of the Debtor’s Executory Contracts; (D) Granting Related Relief [Docket No. 160] (the “Sale Order”). The closing of the Sale to the Buyer pursuant to the Sale Order occurred on February 20, 2018 (the “Closing”). Relief Requested 8. By this Motion, the Debtor seeks entry of an order, substantially in the form of the Proposed Order, authorizing the Debtor (i) to retain Arch & Beam to provide the Debtor with interim management services, a CRO and the additional personnel described in the Engagement Agreement (the “Engagement Personnel”), and (ii) to designate Mr. English as the Debtor’s CRO, nunc pro tunc to March 19, 2018. Basis for Relief 9. In consideration of the complexity of the Debtor’s business, the Debtor has determined that the services of an experienced restructuring manager will best enable the Debtor to expeditiously and effectively undertake the steps needed to prepare the analyses needed to finalize a plan of liquidation and wind down the Debtor. Moreover, the Debtor anticipates that the employment with the company of Robert Newell, the sole remaining officer and employee of the Debtor at this time, will be terminated within the next two months. As such, the Debtor 24408898.2 03/20/2018 3 Case 17-12913-KJC Doc 211 Filed 03/20/18 Page 4 of 12 requires an interim manager to oversee its post-Closing operations during the wind down and plan process. 10. Mr. English and the Engagement Personnel are well qualified to act on the Debtor’s behalf in these matters given their knowledge and expertise with respect to chapter 11 proceedings. Arch & Beam’s professionals have extensive experience in advising debtors in chapter 11 cases and have provided consulting, interim management and financial advisory services to numerous debtors, chapter 11 trustees, creditors’ committees and buyers in chapter 11 proceedings. 11. The Debtor selected Mr. English to serve as its CRO in the present case because it believes that he has significant relevant experience and is well-qualified to assist the Debtor with its restructuring efforts. Mr. English, a senior managing director at Arch & Beam, has over twenty years’ experience in strategy, operations and turnaround consulting. He has held the title of CEO, COO or CFO in firms ranging from $5 to $150 million in revenues and has been a trusted advisor to leaders of multi-billion dollar corporate divisions. His work has also included roles as chapter 11 financial advisor, federal receiver, assignee for assignments for the benefit of creditors and advisor to a chapter 11 trustee. He is a Certified Turnaround Professional (Turnaround Management Association) and a Certified Insolvency and Restructuring Advisor (Association of Insolvency and Restructuring Advisors). 12. Because Arch & Beam is well qualified to deal effectively with matters that may arise in the context of this Chapter 11 Case, the Debtor submits that the retention of Arch & Beam and the designation of Mr. English on the terms and conditions set forth herein is necessary and appropriate, in the best interest of the Debtor’s estate, creditors, and all other parties in interest, and should be granted in all respects. 24408898.2 03/20/2018 4 Case 17-12913-KJC Doc 211 Filed 03/20/18 Page 5 of 12 Scope of Services 13. Subject to approval by the Court, the Debtor proposes to retain Arch & Beam to provide the Debtor with a CRO and the other Engagement Personnel as necessary on the terms and conditions set forth in the Engagement Agreement, except as otherwise explicitly set forth herein or in any order granting this Motion. 14. Generally, the Engagement Agreement contemplates that Mr. English and the other Engagement Personnel shall perform services customarily performed by a chief restructuring officer. This may include, but is not limited to, supporting the Debtor by:2 (a) Assisting the Debtor with post-closing and operational wind-down activities, including any transitions services; (b) Providing consulting related to the drafting of a disclosure statement and plan of liquidation or reorganization, including the plan confirmation process; (c) Assisting the Debtor with the collection of accounts receivables, liquidation of other assets and payment of administrative expenses; (d) Performing administrative wind-down tasks, including final SEC reporting requirements; (e) Performing claims and other financial analysis, as required; (f) Providing services post-confirmation that could include plan administration services; (g) Working with the Debtor’s bankruptcy, SEC and litigation legal counsel, as necessary, to implement the Plan and wind-down strategy; (h) Providing analysis and support to legal strategies; and (i) Performing any other customary actions for administration of a bankruptcy case, confirmation of a plan and/or implementation. 2 The summaries of the Engagement Agreement contained in this Motion are provided for purposes of convenience only. In the event of any inconsistency between the summaries contained herein and the terms and provisions of the Engagement Agreement, the terms of the Engagement Agreement shall control unless otherwise set forth herein. 24408898.2 03/20/2018 5 Case 17-12913-KJC Doc 211 Filed 03/20/18 Page 6 of 12 15. These services are necessary to enable the Debtor to finalize its plan of liquidation and successfully complete its restructuring.
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