If your company is in distress, bankruptcy is not always (and in fact is rarely) the only option. If your creditors are willing to work with you to take less, for example, then a composition agreement may be just what the doctor (lawyer) ordered. Read more in 90 Second Lesson: Is Bankruptcy Needed if Creditors Will Just Agree to Take Less?

The title of Chapter 7 of the Bankruptcy Code is "Liquidation" and the title of Chapter 11 is "Reorganization". Therefore, it would make sense for all liquidations to take place under Chapter 7, right? Not so fast, my friend. The titles can be misleading and businesses can liquidate under Chapter 11. In fact, many businesses find there are compelling reasons to do so. Confused? Don’t be. The DailyDAC editors explain more in 90 Second Lesson: Why Would a Debtor Choose to Liquidate Under Chapter 11?

Here is a tiny sampling of the deals you would have read about a week or two ago if you were a monthly subscriber to DailyDAC’s Distressed Deal Data Weekly Newsletter or Opportunistic Deal Database:

• Splice Machine, Inc. (“Splice”). Real-Time Machine Learning provider. Assignment for Benefit of Creditors. An assignment for the benefit of creditors was commenced by Splice on July 28, 2021. The Assignee is in the process of selling Splice’s assets. Based in San Francisco, California. According to Splice: “Splice Machine makes it fast and easy to deploy AI applications. The company combines SQL database and machine learning technology into one seamless platform to slash software, infrastructure and people costs and to vastly improve data science productivity. Enterprises build new intelligent applications on the Splice Machine platform, extend existing applications with AI, and modernize their applications in the cloud with virtually no rewrites. The Splice Machine Livewire solution enables industrial clients to ingest live sensor data to predict operational problems in real-time to avoid costly outages. Splice Machine is available as a fully-managed cloud service on AWS, Azure, and GCP and is also available on-premises.” Splice is not currently operating the technology and services platform. More Info: Martin Pichinson of Sherwood Partners @ mdp@sherwoodpartners.com or (650) 454-8001. Deal ID: 31895.

• Special Metals. Nickel Alloy producer. Mass Layoffs. Special Metals has eliminated 75 positions in Huntington, West Virginia. Deal ID: 31905.

• Elements Petroleum, Inc. (d/b/a Kwik Serv Gas Station). Gas station/retail market. Bulk Sale. The name and business address of the Seller is Elements Petroleum, Inc. (d/b/a Kwik Serv Gas Station), 833 University Avenue, Berkeley, California 94710. The name and business address of the Buyer is Maaja Inc., 3132 Courthouse Drive, Union City, California 94587. The bulk sale will be held on January 31, 2022. More info: Bay Area Escrow Services @ (925) 831-9099. Deal ID: 31886.

• Agricultural Wholesale & Retail Business. Other Interesting Opportunistic Data. After 40 years in business, the owner of this Fort Myers, Florida-based agricultural wholesale and retail business wishes to retire. The sale includes a 4,000 SF business facility on 10 plus acres of land with over 300 feet of frontage on a 40,000 plus traffic count. More info: Darius Cochran of Re/Max Realty Team @ (239) 240-8545. Deal ID: 31898.

• Insightra Medical, Inc., Insightra Cardiovascular Solutions, Inc., and Insightra Surgical Solutions, Inc. (collectively, “Debtors”). Bid deadline is January 31, 2022. The Debtors operated a medical device business focused on developing, manufacturing, and distributing devices to medical practices performing outpatient surgical procedures. Chapter 7 Bankruptcy Sale. In re Insightra Medical, Inc., et al., Case No. 21-11060 (BLS). Debtor Insightra Medical, Inc. was founded in 2001, and its principal office as of the Petition Date was in Clarksville, Tennessee. Debtor Insightra Cardiovascular Solutions, Inc., which was incorporated in 2014, and Debtor Insightra Surgical Solutions, Inc., which was incorporated in 2017, are both wholly-owned subsidiaries of Insightra Medical. The principal purpose of these subsidiaries was to hold intellectual property. The bankruptcy was filed on July 25, 2021 as a chapter 11 and was converted to chapter 7 on August 9th. Shortly after conversion, Insightra Medical’s former CEO, contacted counsel for the Trustee to express an interest in purchasing substantially all of the assets of the Estates, in order to restart the business as a going concern. The chapter 7 trustee, on January 13, 2022, filed a motion to approve the sale of such assets to an entity affiliated with the former CEO pursuant to an attached asset purchase agreement. The proposed purchase price is $500,000. More info: Chapter 7 Trustee Jeoffrey L. Burtch or his counsel, Mark E. Felger (mfelger@cozen.com) or Gregory F. Fischer (gfischer@cozen.com) or @ (302) 295-2000. Deal ID 31922.

• PPG Industries (ticker: PPG). Supplier of paints, coatings, and specialty materials. Plant/Facility Closing. PPG Industries will close its facility in Lafayette, Indiana. Deal ID: 31907.

• BH Cosmetics. Chapter 11 363 Sale. On January 14, 2022, BH Cosmetics Holdings, LLC and three (3) of its affiliates (collectively, the “Debtors”) filed petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. Case No. 22-10050. Debtors are a leading beauty brand specializing in high quality, clean, vegan, and cruelty-free cosmetics and other beauty products, with a specialty in color cosmetics, brushes for the application of cosmetics, and eyelashes. The Debtors sell their products on their e-commerce platform directly to consumers utilizing, among others, Shopify and Netsuite ERP, and wholesale to various retailers. Debtors filed two sale motions on January 15, 2022. One [Dkt. #20] (“Stalking Horse Motion” for the sale of certain intellectual property and other assets in connection with a stalking horse offer. And a second motion, with respect to other assets [Dkt. #19] (“De Minimis Motion”). RBI Acquisition Holdings, LLC is the proposed stalking horse for certain of Debtors’ assets, under the Stalking Horse Motion. The total cash consideration of the stalking horse bid is approximately $4.3 million, comprising a bid of $2.7 million, subject to certain adjustments and higher or otherwise better offers. Debtors’ Stalking Horse Motion proposes a bid deadline of February 24, 2022. The De Minimis Motion seeks approval to sell or otherwise dispose of other assets, not included in the sale contemplated by the Stalking Horse Motion. These include but are not necessarily limited to: (a) office equipment and furniture; (b) certain contracts that are not being assumed and assigned pursuant to the Stalking Horse Motion; (c) intellectual property that is not sold pursuant to the Stalking Horse Motion; and (d) other minor assets that, in some cases, are of relatively de minimis value as compared to the Debtors’ total asset base, all of which are not contemplated to be purchased pursuant to the Stalking Horse Bid. As is common with respect to de minimis asset sale motions, the Debtors will have a great deal of discretion with respect to such assets, proactive buyers should seek out more information about what assets will be sold. More info: Debtors’ counsel, M. Blake Cleary (mbcleary@ycst.com), Allison S. Mielke (AMielke@ycst.com), or S. Alexander Faris (AFaris@ycst.com) - all with Young Conaway Stargatt and Taylor, LLP (302) 571-6600; or David Peress of Hilco @ dperess@hilcoglobal.com or (781) 444-4940. See also Peress Declaration. Deal ID: 31934.

• HockeyShot Inc. Online hockey retailer. Receivership Commencement. HockeyShot, Inc., is a Mississauga, Ontario Canada-based online specialty retailer of hockey training equipment. Pursuant to an Order of the Ontario Superior Court of Justice (“Court”) dated January 6, 2022 (te “Receivership Order”), PricewaterhouseCoopers Inc., was appointed as the receiver and manager (“Receiver”) of all of the assets, undertakings and properties (“Property”) acquired for, or used in relation to, the business carried on by HockeyShot Inc. (“Debtor”). The bid deadline is February 18, 2022. More info: Sale Process Order or Receivership Website or Harvey Chaiton @ (416) 218-1129 or harvey@chaitons.com or Maya Poliak @ (416) 218-1161 or maya@chaitons.com. Deal ID: 31871

• Global Tech Industries Group Inc. Business acquisition company. Rating Agency Alerts/Other Signs of Distress. A going concern opinion was filed for Global Tech Industries Group Inc. Based in New York, New York, the Company has negative working capital and had negative cash flows from operations. These factors, among others, indicate that there is substantial doubt that the Company will be able to continue as a going concern. Deal ID: 31897

In the information age, our attention spans have gotten shorter. Why read a book when you can listen to the audio version? Why read an article when a tweet will do? We at DailyDAC feel your pain, that is why we’ve created the 90 Second Lessons, to provide you with short bursts of knowledge on bankruptcy and distressed businesses. In this lesson, we explain what an exchange offer is.

Secured creditors often prefer selling their collateral in an Article 9 sale instead of using the 363 sale process offered by Chapter 11. Secured creditors can save money and time using the Article 9 sale process and avoid the “toll” that unsecured creditors can impose in the Chapter 11 process. We explain this further in 90 Second Lesson: Selling Collateral in a 363 Sale vs Article 9 Sale.

There are important differences between buying a profitable and solvent business when compared to buying a financially distressed one. If you are anticipating opportunities to buy distressed businesses then you may want to read 90 Second Lesson: First Step Before Buying a Distressed Business.