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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION

www.flsb.uscourts.gov

In re:

AMERICAN PURCHASING SERVICES, Case No. 20-23495-SMG

LLC d/b/a American Medical Depot,

DVSS ACQUISITION COMPANY, LLC, Case No. 20-23501-SMG

AMD PENNSYLVANIA, LLC, and Case No. 20-23503-SMG

AMERICAN MEDICAL DEPOT HOLDINGS, Case No. 20-23504-SMG

LLC,1

Chapter 11 Cases

Debtors. (Jointly Administered)

/

ORDER CONVERTING CASES UNDER 

CHAPTER 11 TO CASES UNDER CHAPTER 7

At a duly noticed status conference hearing conducted on May 24, 2021 at 1:30 pm, the

Debtors-in-possession made an ore tenus motion (the “Ore Tenus Motion”) to convert the abovecaptioned cases to cases under chapter 7 pursuant to 11 U.S.C. § 1112(a) for the reasons stated 

 

1 The Debtors in these cases, along with the addresses and last four digits of each Debtor’s federal tax identification 

number, are American Purchasing Services, LLC (7158), DVSS Acquisition Company, LLC (4147), AMD 

Pennsylvania, LLC (1107) and American Medical Depot Holdings, LLC (4183). The address of the Debtors is 

Scott M. Grossman, Judge

_____________________________________________________________________________ United States Bankruptcy Court

ORDERED in the Southern District of Florida on June 1, 2021.

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on the record at the hearing. Because the cases were not commenced as involuntary cases under

chapter 11, nor have the cases been converted to cases under chapter 11 other than on the Debtors’

request, the Court finds that the Debtors are entitled to be debtors under chapter 7.

It is ORDERED that:

1. The Ore Tenus Motion is GRANTED and, accordingly, these chapter 11 cases

are converted to cases under chapter 7, effective as of the entry of this Order.

2. If applicable, the Debtors shall immediately remit to the clerk of court the

$15.00 trustee surcharge fee prescribed by the Judicial Conference of the United States (if not

previously paid by the Debtors). Failure to pay this fee will result in dismissal of these cases.

3. The Debtors or the chapter 11 trustee, shall:

a. Forthwith turn over to the chapter 7 trustee all records and property of

the estate undertheir custody and control asrequired byBankruptcyRule 1019(4);

b. Within 30 days of the date of this order, file an accounting of all receipts

and distributions made. A copy of thisreport must be served on the U.S. Trustee; and

c. File, within 14 days of the date of this order, a schedule of unpaid

debts incurred after the commencement of the chapter 11 case as required by Bankruptcy Rule

1019(5) and a supplemental matrix and certification in the format required by Local Rule 1019-

1(B). The Debtors or Debtors’ attorney is required to provide notice to those creditors pursuant

to Local Rule 1019-1(B). Failure to comply may also result in sanctions being imposed by the 

Court. Debts not listed or noticed timely will not be discharged. A copy of this schedule shall be 

served on the chapter 7 trustee.

 

10315 USA Today Way, Miramar, FL 33025.

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4. The Debtors shall:

a. file, within 21 days of the date of this order, the statements and schedules 

required by Bankruptcy Rule 1019(1)(A) and Bankruptcy Rule 1007(c) and in accordance with 

Local Rule 1019-1(B).

b. file, if the Debtors are individuals, within 14 days of the date of this order, 

the Official Bankruptcy Form(s) 122A-1 “Chapter 7 Statement of Your Current Monthly Income 

and Means-Test Calculation,” 122A-1Supp “Chapter 7 Means Test Exemption Attachment,”

122A-2 “Chapter 7 Means Test Calculation” as required under Local Rule 1019-1(L), and, if not

already filed under chapter 11, payment advices as required by Bankruptcy Rules 1007(b)(1) and

1007(c) and, the certificate and debt repayment plan, if any, required by §521(b), a certification

under §109(h)(3) or a request for a determination by the court under 109(h)(4).

c. file, if the Debtors are individuals, within 30 days of the date of this

order, a statement of intention with respect to retention or surrender of property securing 

consumer debts, as required by 11 U.S.C. §521(a)(2)(A) and Bankruptcy Rule 1019(1)(B), and 

conforming to Official Form 108.

d. file, if the Debtors are individuals, within 60 days after the first date set for 

the meeting of creditors under § 341, “Certification About a Financial Management Course 

(Official Form 423), [See Bankruptcy Rules 1007(b)(7)(A) and (c)] (unless the course provider 

files a certificate of completion on the debtor’s behalf).

5. Pursuant to Local Rule 2016-1(C)(2), the Debtors’ attorney, any examiner or 

trustee appointed by the court, or any other professional person employed under 11 U.S.C. § 327 or

1103, shall file within 90 days after the date of the post-conversion meeting, an application for

compensation for outstanding fees and expenses incurred during the chapter 11 administration 

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including an application justifying retention of any retainer received which has not been

approved by a prior award. Any retainers received which are not approved will be subject to

turnover to the chapter 7 trustee. The attorney for the debtor in possession, or the chapter 11 

trustee (if one was appointed) shall notify all such professionals of this deadline by serving them

with a copy of this order.

6. The Debtors shall provide notice to affected parties of the deadline set pursuant to

Local Rule 1019-1(J)(1) for filing by a nongovernmental unit a request for payment of an 

administrative expense.

7. If this case is being converted after the confirmation of a plan, the Debtors, within 

30 days of the date of this order, shall file:

a. A schedule of all property not listed in the final report and account of 

the debtor in possession or chapter 11 trustee which was acquired after the commencement of the 

chapter 11 case but before the entry of this conversion order;

b. A schedule of unpaid debts (and a supplemental matrix as described in 

paragraph 3(c)) not listed in the final report and account of the debtor in possession or chapter 11

trustee, which were incurred after the commencement of the chapter 11 case but before the entry 

of this conversion order, asrequired by Bankruptcy Rule 1019(5) and provide notice of the claims 

deadline as required by Bankruptcy Rule 1019(6) and Local Rule 1019-1(B) and (J); and

c. A schedule of executory contracts and unexpired leases entered into or 

assumed after the commencement of the chapter 11 case, but before the entry of this conversion 

order.

8. The provisions of the following cash collateral orders in favor of the First Lien 

Agent and First Lien Lenders (but not the Second Lien Agent and Second Lien Lenders) shall 

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survive conversion of these cases to Chapter 7 and shall be binding upon the Chapter 7 trustee: 

The Amended Order Authorizing Debtors to: (A) use Cash Collateral; and (B) Grant Adequate 

Protection and Provide Security and Other Relief to (I) Wells Fargo Bank, National Association, 

as First Lien Agent, and the First Lien Lenders on a Final Basis and (II) WC AMD, LLC, as 

Second Lien Agent, and the Second Lien Lenders on an Interim Basis entered by the Court on 

February 5, 2021 [ECF No. 215] (the “February 5, 2021 Cash Collateral Order”), as modified by 

the Second Amended Order Authorizing Debtors to: (A) Use Cash Collateral; and (B) Grant 

Adequate Protection and Provide Security and Other Relief to (i) Wells Fargo Bank, National 

Association, as First Lien Agent, and the First Lien Lenders on a Final Basis And (ii) WC AMD, 

LLC, as Second Lien Agent, and the Second Lien Lenders on an Interim Basis, dated March 5, 

2021 [ECF No. 270] (“Cash Collateral Escrow Order”), as further modified by the Third 

Amended Order Authorizing Debtors to: (A) Use Cash Collateral; and (B) Grant Adequate 

Protection and Provide Security and Other Relief to (i) Wells Fargo Bank, National Association, 

as First Lien Agent, and the First Lien Lenders on a Final Basis and (ii) WC AMD, LLC, as 

Second Lien Agent, and the Second Lien Lenders on an Interim Basis, dated April 6, 2021 [ECF 

No. 306], as amended by the Agreed Order Continuing April 29, 2021 Hearing Scheduled by 

Third Amended Order Authorizing Debtors to: (A) Use Cash Collateral; and (B) Grant Adequate 

Protection and Provide Security and Other Relief to (i) Wells Fargo Bank, National Association, 

as First Lien Agent, and the First Lien Lenders on a Final Basis and (ii) WC AMD, LLC, as 

Second Lien Agent, and the Second Lien Lenders on an Interim Basis, dated April 28, 2021 [ECF 

No. 330], as amended by the Agreed Order on Cash Collateral Use and Scheduling a Final 

Hearing, dated May 7, 2021 [ECF No. 344], and as modified by the Amended Agreed Order on 

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Cash Collateral Use and Scheduling a Final Hearing dated May 12, 2021 [ECF No. 358] 

(collectively, the “Cash Collateral Orders”). 

a. Pursuant to paragraph 1(e) of the Cash Collateral Escrow Order, the 

aggregate amount of unpaid holdbacks escrowed in Berger Singerman LLP’s trust account that 

have accrued since the Filing Date

2 of these cases and have been otherwise allowed for all 

Carveout Professionals in accordance with the Budget and Cash Collateral Orders, shall not be 

remitted to the Chapter 7 trustee or used for any other administrative expenses of the Debtors’ 

estates; rather, said holdbacks shall be paid by Berger Singerman LLP to the respective Carveout 

Professionals in accordance with the Cash Collateral Orders and subject to the Budget upon and 

pursuant to the Court’s approval of their final fee applications after hearing upon notice; 

provided however, that any retainers held by such Carveout Professionals shall be first applied 

against such Carveout Professionals’ final fees.

b. Pursuant to paragraph 1(d) of the Cash Collateral Escrow Order, the 

aggregate amount of $175,000 in respect of allowed fees and expenses accrued and incurred by 

the Debtors’ Carveout Professionals after the Termination Date and the aggregate amount of 

$25,000 in respect of allowed fees and expenses accrued and incurred by the Committee 

Carveout Professionals after the Termination Date, both of which sums are escrowed in Berger 

Singerman LLP’s trust account (collectively, the “Termination Fees”), shall not be remitted to 

the Chapter 7 trustee or used for any other administrative expenses of the Debtors’ estates; 

rather, the Termination Fees shall be paid by Berger Singerman LLP to the respective Carveout 

Professionals in connection with their services and costs after the Termination Date, including 

facilitating the orderly and efficient transition of these cases to Chapter 7 cases, upon and 

 

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the 

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pursuant to the Court’s approval of their final fee applications after hearing upon notice. For 

clarity, Berger Singerman LLP may seek compensation in its final fee application for services 

rendered after the Termination Date (as of May 25, 2021) in connection with responding to and 

assisting the Chapter 7 trustee with the orderly and efficient transition of these cases from 

Chapter 11 to Chapter 7, subject to the rights of creditors, interested parties and the Chapter 7 

trustee to object. CR3 Partners, LLC shall issue an invoice setting forth its fees and costs in 

connection with its work, including assisting the Chapter 7 trustee and facilitating the transition 

of these Chapter 11 cases to Chapter 7 cases after the Termination Date (as of May 25, 2021), 

which shall be circulated to counsel for the Debtors, Wells Fargo, WC AMD, LLC, the U.S.

Trustee and the Chapter 7 Trustee, who will have fourteen days to object by serving an objection 

on Debtors’ counsel. If no objections are received, then Berger Singerman, LLP shall pay the 

fees and costs due to CR3 Partners, LLC so long as the fees and expenses accrued and incurred 

by the Debtors’ Carveout Professionals after the Termination Date do not exceed $175,000 in the 

aggregate. If objections are received, Berger Singerman LLP may pay the amounts that are not 

the subject of an objection (so long as the fees and expenses accrued and incurred by the 

Debtors’ Carveout Professionals after the Termination Date do not exceed $175,000 in the 

aggregate), the parties shall make good faith efforts to resolve the objection and, if not 

resolvable, the objection will be considered by the Court at a hearing upon notice.

9. Pursuant to provisions of the Order Granting Motion for Order Authorizing 

Debtors to Retain and Employ Professionals Utilized in the Ordinary Course of Business [ECF 

No. 147], $4,799.33 has been escrowed in Berger Singerman, LLP’s trust account to pay 

Morrison & Foerster LLP’s accrued and unpaid fees and costs through May 24, 2021 (“MoFo 

 

Debtors’ motion for use of cash collateral [ECF No. 13] (“Debtors’ Cash Collateral Motion”).

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May Unpaid Amount”), which sum shall not be remitted to the Chapter 7 trustee or used for any 

other administrative expenses of the Debtors’ estates; rather, Berger Singerman LLP shall pay

$4,799.33 to Morrison & Foerster LLP upon entry of this Order.

10. Pursuant to the provisions of the Final Order Granting Debtors’ Application for 

Entry of Order Authorizing Debtors to Employ and Retain Prime Clerk LLC as Notice, Claims 

and Solicitation Agent Effective as of the Petition Date [ECF No. 150], $24,978.42 has been 

escrowed in Berger Singerman, LLP’s trust account to pay Prime Clerk LLC’s accrued and 

unpaid fees and costs through May 24, 2021, which sum shall not be remitted to the Chapter 7 

trustee or used for any other administrative expenses of the Debtors’ estates; rather, Berger 

Singerman LLP shall pay $24,978.42 to Prime Clerk LLC upon entry of this Order. Prime Clerk 

LLC retains a $5,000 retainer and shall be authorized to use that remaining retainer to pay any 

additional fees and costs incurred by Prime Clerk LLC in connection with facilitating the orderly 

and efficient transition of these cases to Chapter 7 cases and any final services to be rendered on 

behalf of the Debtors’ estates without further Order of this Court.

11. In order to ensure an orderly and efficient transition of these cases from Chapter 

11 to Chapter 7, the First Lien Agent, on behalf of the First Lien Lenders, has consented to the 

Debtors’ wire transfer into Berger Singerman LLP’s trust account, the following additional 

amounts which are earmarked for the following purposes and payable by Berger Singerman LLP 

to the designated recipient below when directed by the First Lien Agent and, accordingly, the 

following amounts shall not be remitted to the Chapter 7 trustee or used for any other 

administrative expense of the Debtors’ estates:

a. $5,000.00 for the Debtors’ former Finance Director, Cindy Sagar, to assist 

the Debtors in completing their post-conversion bankruptcy schedules and statement of financial 

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affairs and any other related post-conversion requirements contained in this Order (collectively, 

“Post-Conversion Obligations”);

b. $830.00 for an IT employee formerly employed by the Debtors to assist 

the Debtors in retrieving information required for the Debtors to comply with their PostConversion Obligations;

c. $10,000.00 for Ready Networks, the company that has migrated the 

Debtors’ data to the cloud, for post-petition accrued and unpaid services in connection with said 

migration;

d. $25,000.00 for Ready Networks or a qualified third party vendor to be 

chosen by the Debtors after consultation with counsel for the First Lien Agent, to effectuate 

access to the Debtors’ financial information stored in the cloud which, to date, has been 

inaccessible, in order to allow the Debtors to comply with their Post-Conversion Obligations;

e. $1,000.00 for Iron Mountain, which stores the Debtors’ books and records

for post-petition accrued and unpaid services in connection with said storage;

f. $15,000.00 for payment of the U.S. Trustee’s second quarterly fees for 

2021;

g. $2,534.07 to Morrison & Foerster LLP for the remaining unpaid and 

accrued amount due to Morrison & Foerster LLP in connection with the MoFo May Unpaid 

Amount; and

h. $1,000 for filings fees in connection with the renewal of three of the 

Debtors’ Delaware charters.

12. To the extent that any funds remain in escrow in Berger Singerman’s trust 

account after payment of all Court approved holdbacks in accordance with the Cash Collateral 

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Orders and Budget, Court approved Termination Fees and amounts due pursuant to paragraphs 9 

and 10 above (collectively, “Paragraphs 8-10 Remaining Escrows”), said funds shall not be 

remitted to the Chapter 7 trustee or used for any other administrative expenses of the Debtors’ 

estates; rather the Paragraphs 8-10 Remaining Escrows shall be used, after application of any 

retainer held by Berger Singerman LLP, solely to pay the fees and costs incurred by Berger 

Singerman LLP that exceeded the Budgets attached to the Cash Collateral Orders in an amount 

not more than $33,467.75 (collectively, the “Overage Amounts”), so long as the Overage 

Amounts are approved by the Court in connection with Berger Singerman LLP’s final fee 

application after hearing upon notice. For clarity, any escrowed funds listed in paragraph 11 

above remaining after payments are made to the recipients (“Paragraph 11 Remaining Escrows”) 

shall not be applied to reduce the Overage Amounts. If any funds remain in Berger Singerman

LLP’s trust account after application of the Paragraphs 8-10 Remaining Escrows to pay the 

Overage Amounts in full, Berger Singerman LLP shall remit those funds, as well as the 

Paragraph 11 Remaining Escrows, to the First Lien Agent on behalf of the First Lien Lenders

pursuant to wire instructions provided by its counsel for application to the Prepetition First Lien 

Debt in accordance with the Cash Collateral Orders, and the remittance of said funds shall not be 

subject to Chapter 7 trustee fees under Bankruptcy Code § 326(a). Further, to the extent that any 

retainers remain after application by the Carveout Professionals to such Carveout Professionals’

final fees in accordance with this Order, such Carveout Professionals shall remit any remaining 

retainers to the First Lien Agent on behalf of the First Lien Lenders pursuant to wire instructions 

provided by its counsel for application to the Prepetition First Lien Debt in accordance with the 

Cash Collateral Orders, and the remittance of such funds shall not be subject to Chapter 7 trustee 

fees under Bankruptcy Code § 326(a).

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13. If these cases are rendered administratively insolvent, the Chapter 7 trustee 

reserves the right to enforce the statutory subordination provisions in 11 U.S.C. § 726(b).

14. The Official Committee of Unsecured Creditors appointed by the United States 

Trustee’s office for Debtor AMD shall be dissolved upon entry of this Order.

15. Creditors and all interested parties shall have twenty-one days from the date 

of entry of this Order by which to seek the reconversion of these cases to Chapter 11 and 

the appointment of a Chapter 11 Trustee. Any such request must be made by way of a motion 

filed with the Court and served upon counsel for the Debtors, First Lien Agent, Second Lien 

Agent, Committee and U.S. Trustee.

16. Other than the final relief granted in favor of the First Lien Agent and First Lien 

Lenders in connection with the Debtors’ Cash Collateral Motion as reflected in the February 5, 

2021 Cash Collateral Order, the provisions of which survive the conversion of these cases to 

Chapter 7, all pending motions are denied as moot. 

17. Nothing in this Order or the conversion of these Chapter 11 cases to cases under 

Chapter 7 of the Bankruptcy Code shall affect or modify the terms of any order of this Court, 

including without limitation, the Cash Collateral Orders and the Order Granting Debtors’ 

Motion for the Entry of an Order Approving a Compromise and Settlement with Johnson & 

Johnson Health Care Systems, Inc., entered on May 25, 2021 [ECF No. 369] (the “J&J 

Settlement Order”), entered during these Chapter 11 cases or the rights and/or remedies set forth 

in said orders. All amounts paid in accordance with the J&J Settlement Order and the approved 

Repurchase Agreement (as defined in the J&J Settlement Order) shall be remitted to the First 

Lien Agent on behalf of the First Lien Lenders pursuant to wire instructions provided by its 

counsel for application to the Prepetition First Lien Debt in accordance with the Cash Collateral 

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Orders, and the remittance of such funds shall not be subject to Chapter 7 trustee fees under 

Bankruptcy Code § 326(a).

18. No funds remitted to First Lien Agent in accordance with the Cash Collateral 

Orders and this Order that constitute Aggregate Collateral, subject to First Lien Agent’s and First 

Lien Lenders’ liens, shall be subject to surcharge under Bankruptcy Code § 506 or otherwise for 

any purpose, unless agreed to by First Lien Agent, as set forth in the Cash Collateral Orders.

19. Failure of the debtor to comply with the provisions of this order may result in

dismissal of these cases without further hearing or notice.

# # #

Submitted by:

Robin J. Rubens

BERGER SINGERMAN LLP

1450 Brickell Avenue, Ste. 1900

Miami, FL 33131

Telephone: (305) 755-9500

Facsimile: (305) 714-4340

Email: rrubens@bergersingerman.com

(Attorney Rubens is directed to serve a signed copy of this Order upon all interested parties and 

to file a Certificate of Service with the Court.)

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