BFG Supply - Chapter 11 Case Summary

Business Description

BFG Supply Co., LLC ("BFG Supply"), along with its Debtor affiliates (collectively, "BFG" or the "Company"), operates one of North America's leading wholesale distribution platforms serving the professional green industry.

• Over more than five decades, the business has evolved from a regional horticultural supplier into a diversified distributor of lawn and garden products, greenhouse supplies, nursery products, controlled-environment agriculture products, greenhouse structures, and related horticultural equipment.
• Through a combination of organic growth and strategic acquisitions, BFG has assembled an integrated business-to-business platform that connects a highly fragmented supplier base with thousands of commercial customers across the United States and Canada.

Complementing the distribution platform is a group of specialized businesses spanning greenhouse manufacturing, greenhouse construction, installation services, and related horticultural support operations. These offerings broaden BFG's customer relationships and allow the enterprise to deliver solutions beyond traditional product distribution, with many customers purchasing across multiple product categories and service lines.

End Markets and Product Offering

BFG's operations span three primary end markets that provide diversification across the broader horticultural industry:

• Lawn & Garden: approximately 52% of revenue.
• Commercial Grower: approximately 27% of revenue.
• Hydroponics: approximately 21% of revenue.

Across these markets, the Company distributes growing media, fertilizers and crop protection products, greenhouse equipment, environmental control products, containers, planters, irrigation supplies, and numerous additional products required to support commercial growing operations.

Customers and Scale

BFG's customer base is similarly diversified, comprising independent garden centers, regional greenhouse operators, commercial nursery businesses, hydroponic retailers, commercial cultivators, greenhouse contractors, and other professional participants in the horticultural supply chain. Because these customer groups are highly fragmented, the Company's nationwide purchasing capabilities, distribution network, and technical sales organization generate efficiencies for suppliers and customers alike.

• As of the Petition Date, BFG maintains relationships with approximately 1,100 active suppliers and offers more than 100,000 stock-keeping units, positioning the Company as an important distribution channel for many manufacturers serving the green industry.
• The Company annually processes approximately 270,000 customer orders delivered to approximately 15,000 ship-to locations on behalf of approximately 11,000 commercial customers.
• BFG also serves a broader base of individual customers through eCommerce channels operated under the Greenhouse Megastore platform.

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Corporate History

BFG traces its origins to 1972, when BFG Supply began operations in Burton, Ohio as a regional distributor serving the horticultural industry. Over the ensuing five decades, the enterprise expanded from a local distributor into a diversified North American platform, achieved through a combination of organic expansion, investment in distribution capabilities, and a series of strategic acquisitions intended to broaden product offerings, geographic reach, and specialized service capabilities.

• Rather than pursuing acquisitions solely for scale, BFG historically targeted businesses that complemented existing operations, opened new geographic markets, strengthened supplier and customer relationships, or added specialized manufacturing, greenhouse, or technical service capabilities.
• The result is an enterprise composed of multiple complementary operating businesses providing products and services across nearly every major segment of the professional green industry.

Recent Acquisitions

• December 2021: Acquired Greenhouse Megastore, an eCommerce platform that extended the enterprise into direct-to-customer and online sales channels for greenhouse products and horticultural supplies.
• July 2023: Acquired a portion of the wholesale distribution business of Central Garden & Pet Company, expanding BFG's product portfolio and strengthening relationships with independent garden centers and other commercial customers.
• 2024: Approximately one year later, acquired the distribution business of V-G Supply Co., a wholesale distributor of lawn and garden products, further enhancing BFG's position within the commercial grower market.

Specialty Businesses

Alongside its core wholesale distribution operations, BFG owns and operates several specialty businesses:

• De Cloet Greenhouse Mfg. Ltd.: Manufacturer of greenhouse structures and related components.
• Green-Tek, LLC: Manufacturer of greenhouse coverings and related products.
• International Greenhouse Contractors, LLC and subsidiaries: Providers of greenhouse construction and horticultural services.
• GROSouth, Inc. and L&L Nursery Supply, Inc.: Regional distribution businesses.
• Greenhouse Megastore: eCommerce platform serving direct-to-customer and online sales channels for greenhouse products and horticultural supplies.

Together, these operations combine products, technical expertise, manufacturing capabilities, and installation services in a manner that distinguishes BFG from many traditional wholesale distributors.

Corporate Structure

BFG's organizational structure reflects the series of acquisitions and financing transactions undertaken over many years. Certain holding companies exist principally to facilitate ownership and financing arrangements, while operating assets are concentrated within BFG Supply Co., LLC and its direct and indirect subsidiaries.

• BFG Supply Investment Holdings, LP ("Investment Holdings") sits atop the structure, with Pamplona Equity Partners, L.P. as its principal equity investor alongside certain other investors. A series of intermediate holding companies below Investment Holdings ultimately own Debtor BFG Purchaser Parent, Inc. and its subsidiaries.
• BFG Purchaser Parent, Inc. directly or indirectly owns Debtors Bamboo Purchaser, Inc., BFG Supply Holdings, Inc., BFG Holdings I, Inc., and ultimately BFG Supply Co., LLC, the principal operating entity for substantially all wholesale distribution activities. Per the organizational chart at Exhibit A, these entities are held in a linear chain: BFG Purchaser Parent, Inc. → Bamboo Purchaser, Inc. → BFG Supply Holdings, Inc. → BFG Holdings I, Inc. → BFG Supply Co., LLC.
• BFG Supply Co., LLC in turn directly or indirectly owns numerous operating subsidiaries responsible for regional distribution, logistics, greenhouse manufacturing, greenhouse construction, and related horticultural services, including Debtors BFG Kalamazoo, LLC; BFG Logistics, LLC; L&L Nursery Supply, Inc.; Gard'N-Wise Distributors, Inc.; International Greenhouse Contractors, LLC; Green-Tek, LLC; GROSouth, Inc.; and BFG VG Supply Acquisition, LLC.
  • International Greenhouse Contractors, LLC also owns Greenhouse Solutions, LLC, Greenhouse Contracting Services, LLC, and non-Debtor IGC Horticultural Services, LLC.
• Not all entities within the ownership structure are debtors. The entities above BFG Purchaser Parent, Inc., including certain upstream holding companies, have not commenced chapter 11 proceedings.

Canadian Operations

BFG conducts operations in Canada through BFG Supply Canada Holdings, Inc., a Delaware holding company, and De Cloet Greenhouse Mfg. Ltd., an Ontario corporation (the "Canadian Debtor"). These operations support the broader North American distribution platform and reflect cross-border capabilities developed over many years.

• The Debtors anticipate that the Canadian Debtor will commence ancillary proceedings under Part IV of the Companies' Creditors Arrangement Act (Canada) before the Ontario Superior Court of Justice (Commercial List), seeking recognition of the chapter 11 cases as a foreign main proceeding.

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Operations Overview

BFG generates revenue primarily through the wholesale distribution of lawn and garden products, greenhouse supplies, nursery products, hydroponic products, and related horticultural materials, sold through two principal fulfillment channels.

• Warehouse fulfillment (approximately 60% of revenue): Products are purchased, warehoused, and distributed through the Company's own distribution network.
• Vendor-direct fulfillment (approximately 40% of revenue): Products are shipped directly from suppliers to customers under arrangements coordinated by the Company.

Together, these complementary models allow BFG to offer broad product availability across thousands of products while managing inventory levels and reducing carrying costs for certain categories.

Facilities and Logistics

BFG maintains its principal offices and historical operating presence in Burton, Ohio, supported by distribution, manufacturing, and service facilities located across the country. The Company operates 19 facilities in total:

• Owned (three): Danville, Illinois; Kalamazoo, Michigan; and Simcoe, Ontario, Canada.
• Leased (16): Strategically located in Pennsylvania, Michigan, Minnesota, Virginia, Wisconsin, Georgia, Indiana, Illinois, Colorado, California, Washington, and Texas.
• By function: Of the 19 facilities, 17 serve as distribution centers encompassing more than 1.5 million square feet of warehouse space, which, according to the Debtors, makes BFG the only distributor in the professional green industry with a national warehouse footprint. The remaining two are a greenhouse manufacturing facility in Simcoe, Ontario, Canada, and a customer showroom in Marietta, Georgia.

The Company also maintains a fleet of approximately 15 leased trucks and trailers used for shipment from certain warehouse locations, complementing the broader freight and logistics infrastructure supporting its nationwide distribution operations.

Integrated Operating Platform

Although the businesses operate through multiple legal entities, they function as a single commercial enterprise serving many of the same suppliers and customers through common management, coordinated purchasing, shared logistics, and centralized administrative functions.

• The operating subsidiaries share a common executive leadership team, including a single Chief Executive Officer and a single Chief Financial Officer.
• BFG maintains a centralized cash management system, with all operating disbursements funded from a single main operating account held in the name of BFG Supply Co., LLC. The intercompany transactions flowing through this system allow the Debtors to serve customers and vendors efficiently and to consolidate management and administration in a way that would not be possible if each entity operated independently.
• Notwithstanding these shared functions, the operating subsidiaries were not fully integrated into a unified operating platform following their respective acquisitions. Certain subsidiaries retain distinct operational processes, legacy systems, and customer relationships.
  • According to the Debtors, this incomplete integration contributed to an elevated cost structure and an inability to capture anticipated acquisition synergies.

Workforce

BFG's employee base reflects years of investment in specialized industry talent. At the business's peak, the Company employed approximately 700 individuals across distribution, manufacturing, logistics, sales, and administrative functions, a workforce assembled to serve a highly technical and relationship-driven industry.

• BFG invested heavily in building a national sales organization staffed by professionals with deep horticultural expertise, which the Debtors view as a key competitive differentiator.
• Workforce reductions implemented in response to the Debtors' deteriorating financial condition subsequently reduced headcount. As of the Petition Date, the Debtors employ approximately 461 employees across the United States and Canada, 30 of whom are employed by the Canadian Debtor.

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Prepetition Obligations

As of the Petition Date, the Debtors' funded indebtedness consists principally of obligations under two secured financing arrangements — a senior secured revolving credit facility and a senior secured term loan facility (together, the "Prepetition Credit Facilities") — representing at least approximately $342.5 million of outstanding principal, based on the stated revolving and term loan balances. Both facilities were entered into on Nov. 5, 2021 and provided the capital necessary to support the Debtors' acquisition strategy, seasonal working-capital needs, and ongoing operations. Deteriorating operating performance and constrained liquidity eroded the flexibility those facilities originally provided, ultimately rendering the capital structure unsustainable outside chapter 11.

Revolving Credit Facility

• Approximately $43.08 million in Prepetition Revolving Loans remained outstanding as of the Petition Date, plus other obligations, under an ABL Credit Agreement carrying an aggregate commitment of approximately $120 million.
  • Bamboo Purchaser, Inc. serves as borrower representative and BFG Purchaser Parent, Inc. as Holdings, with additional U.S. and Canadian borrowers and subsidiary guarantors party thereto. ACF Finco I LP acts as Administrative Agent, Collateral Agent, and Lead Arranger.
  • The facility is the Debtors' principal source of seasonal working-capital financing. Because inventory must be built well ahead of the spring selling season, revolver borrowings historically climbed during inventory accumulation and receded as seasonal receivables were collected — a cycle long central to the Debtors' operating model.
  • Obligations are secured by substantially all of the Debtors' assets, including those of the Canadian Debtor, and the agreement includes cash dominion provisions that spring into effect if excess availability falls below specified thresholds. As amended, the facility matures Dec. 31, 2028.
• The Prepetition ABL Agent has asserted defaults under the facility:
  • On June 24, 2026, the agent issued a Notice of Event of Default citing the Debtors' purported failure to make certain payments due under the ABL Credit Agreement and reserved its remedies.
  • On Aug. 12, 2026, the agent issued a Notice of Implementation of Default Rate, exercising its right to charge default-rate interest retroactive to the date of the purported default.

Term Loan Facility

• As of the Petition Date, obligors owed not less than approximately $299.46 million in aggregate outstanding principal under a Term Loan Credit Agreement with Bamboo Purchaser, Inc. as borrower, BFG Purchaser Parent, Inc. as Holdings, and Ares Capital Corporation as Administrative Agent and Collateral Agent.
  • Term Loans A: not less than approximately $137.61 million.
  • Term Loans B: not less than approximately $161.85 million.
• The facility originally provided roughly $210 million of acquisition financing through an initial term loan and a delayed draw facility. Like the revolver, it is secured by substantially all of the Debtors' assets, including those of the Canadian Debtor, and, as amended, matures Dec. 31, 2029.

November 2025 Amendments

• Confronting developing liquidity challenges, the parties amended both Prepetition Credit Facilities in November 2025. The amendments supplied incremental capacity through a new $45 million term loan and a delayed draw term loan facility with $15 million of commitments, and extended the maturities of the existing instruments.
• The existing term loans were exchanged on a cashless basis into two new classes — Term Loans A, in an aggregate principal amount of $32.5 million, and Term Loans B, in an aggregate principal amount of approximately $178.45 million. Accrued but unpaid interest of approximately $8.2 million through the Fourth Amendment Effective Date was paid in kind and added to principal immediately prior to the exchange.
• Interest mechanics were also revised. Interest on the Term Loan Facility now accrues on a paid-in-kind basis unless the Debtors affirmatively elect cash pay, which the Debtors describe as relief that reduced near-term cash interest obligations. When interest is paid in kind, an additional 3.00% per annum PIK premium is added to the applicable interest rate, further increasing the rate at which the outstanding principal balance grows.
• Governance changes accompanied the amendments:
  • Patrick Bartels was appointed Independent Manager of Investment Holdings, with his affirmative vote required for Investment Holdings or any of its subsidiaries to take certain specified actions.
  • A Trigger Event, as defined in the Fifth Amended and Restated Agreement of Limited Partnership of Investment Holdings, has occurred, vesting Mr. Bartels with majority Board authority on all matters brought before the Board — including authority to evaluate strategic restructuring alternatives and to oversee the orderly liquidation and winding up of the Debtors' affairs.
• Note: The declaration does not reconcile the November 2025 exchange amounts to the Petition Date balances. Term Loans A grew from $32.5 million to approximately $137.61 million, while Term Loans B declined from approximately $178.45 million to approximately $161.85 million. The $45 million new term loan and the $15 million of delayed draw commitments, together with PIK accretion, may explain part of the increase in Term Loans A, but neither mechanism accounts for the roughly $16.6 million decrease in Term Loans B, and the declaration describes no paydown, repurchase, or reclassification between tranches.

Intercreditor Agreement

• An Intercreditor Agreement dated Nov. 5, 2021 — amended Jan. 12, 2024 and Nov. 10, 2025 — between ACF Finco I LP, as ABL Agent, and Ares Capital Corporation, as Term Loan Agent, governs relative lien priorities and enforcement rights among the Prepetition Secured Parties.
  • Collateral is split into two buckets: ABL Priority Collateral, consisting primarily of accounts receivable, inventory, cash, deposit accounts, and related general intangibles; and Term Loan Priority Collateral, comprising all other common collateral, including real estate, equipment, equity interests, and intellectual property.
  • Each agent holds a first-priority lien on its own priority collateral and a second-priority lien on the other's.

Unsecured Claims

• Unsecured liabilities consist primarily of trade payables owed to vendors and suppliers, which totaled approximately $48.5 million as of the Petition Date.
• The Debtors also owe approximately $1.93 million in employee-related obligations, approximately $459,000 in various tax obligations, and approximately $46,500 on account of non-residential lease obligations tied to their facilities.
• The Debtors continue to analyze the full scope of their unsecured liabilities and will provide further detail in their Schedules of Assets and Liabilities and Statements of Financial Affairs.

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Events Leading to Bankruptcy

Overview

• The Debtors’ chapter 11 filing was not precipitated by a single event or isolated business setback, but by more than two years of compounding operational, financial, and liquidity challenges spanning fiscal years 2024 through 2026.
  • Declining revenue tied to strategic market exits and customer attrition, tightening vendor credit, significant working-capital constraints, and broader macroeconomic pressures across the horticultural industry converged to erode the Debtors’ financial position.
  • In the years preceding and during this period, the Debtors completed a series of acquisitions financed with substantial borrowings, but failed to adequately integrate the acquired businesses, which inhibited them from realizing the synergies they had anticipated.
  • Despite a strong operating platform, longstanding supplier relationships, and an established customer base, management’s operational improvements, strategic alternatives, lender accommodations, and substantial equity support proved insufficient to overcome the cumulative effects of falling revenue, constrained liquidity, and the Debtors’ highly seasonal working-capital requirements.

Escalating Operating Expenses and Integration Shortfalls

• The Debtors’ cost structure remained elevated relative to a shrinking revenue base, notwithstanding significant reduction efforts.
  • Costs were driven in part by the integration of acquisitions completed between 2021 and 2024, including the wholesale distribution business of Central Garden & Pet Company in July 2023 and V-G Supply Co. approximately one year later, each of which added separate facilities, distinct customer bases, and multiple legacy operating and technology systems requiring rationalization.
  • The inability to fully integrate these businesses perpetuated duplicative costs across the combined platform and limited the Debtors’ capacity to pay down the indebtedness incurred to finance the acquisitions.
  • Cost-reduction initiatives generated meaningful annualized savings, but those savings were outpaced by the magnitude of concurrent revenue and gross margin declines.

Customer Attrition and Revenue Decline

• During fiscal year 2026, the Debtors experienced significant customer attrition stemming principally from turnover within their sales organization.
  • The departure of numerous experienced sales representatives resulted in the loss of significant customer relationships historically managed by those individuals.
  • Although the Debtors recruited replacement personnel and continued investing in their commercial organization, new representatives required time to build relationships and rebuild lost business.
• The commercial impact was substantial. After generating approximately $573.7 million of consolidated revenue in fiscal year 2024 and approximately $581.5 million in fiscal year 2025, consolidated revenue fell to approximately $536.5 million in fiscal year 2026—a decline of roughly $45 million, or nearly 8%, year over year.

Tightening Credit and Working-Capital Constraints

• Reduced operating cash flow directly constrained working capital, a dynamic magnified by the structure of the Debtors’ asset-based Revolving Credit Facility.
  • Borrowing availability was tied to a borrowing base calculated primarily on eligible accounts receivable and eligible inventory, so lower sales generated fewer receivables, reduced maximum draw capacity, and squeezed the cash available to fund payroll, vendor obligations, and other operating expenses.
  • As liquidity tightened, the Debtors grew increasingly dependent on vendor credit to maintain the inventory levels needed to support customer demand.
• Suppliers that had historically extended substantial trade credit began to pull back as the Debtors’ liquidity position deteriorated—reducing available credit, shortening payment terms, or otherwise limiting inventory availability—significantly impairing the Debtors’ ability to purchase products needed to fill customer orders.
• Notably, customer demand during portions of this period remained relatively healthy. The binding constraint was the Debtors’ ability to obtain inventory rather than to generate orders; liquidity constraints prevented the Debtors from converting existing demand into realized revenue.

Downward Liquidity Spiral and Margin Compression

• Reduced inventory availability set off a self-reinforcing cycle that became increasingly difficult to reverse outside a comprehensive restructuring.
  • Lower inventory drove lower sales volumes, which further reduced operating cash flow and heightened vendor concern regarding the Debtors’ financial condition, prompting additional suppliers to tighten credit and further impairing the Debtors’ ability to replenish inventory.
  • The asset-based nature of the Revolving Credit Facility compounded the spiral: as inventory levels declined, the borrowing base contracted correspondingly, further reducing available liquidity to fund operations.
• The deterioration also weighed on profitability, as reduced purchasing flexibility, changing product mix, pricing pressures, and other consequences of constrained liquidity compressed gross margins during much of fiscal years 2025 and 2026.
• Broader macroeconomic conditions affecting the horticultural industry exacerbated these pressures, including inflationary cost pressures, reduced discretionary consumer spending across portions of the lawn and garden market, and increased product costs spanning a broad range of the Debtors’ product categories.

Operational Improvement Initiatives

• Management’s operational improvement efforts began producing measurable results during the latter portion of fiscal year 2026, including pricing initiatives, expense reductions, freight optimization, inventory management improvements, and other commercial initiatives.
  • By the latter part of fiscal year 2026, gross margins had improved relative to the prior year, which, according to the Debtors, demonstrated that the underlying operating platform remained fundamentally sound.
• Those gains, however, could not close the near-term liquidity gap. Liquidity forecasts indicated that, absent a significant capital infusion, available liquidity would decline steadily during calendar year 2026 and excess availability would eventually approach the cash dominion thresholds under the Revolving Credit Facility before the Debtors would need to purchase inventory for the following spring selling season—an outcome that would trigger defaults and almost certainly destroy substantial enterprise value.
• The Debtors concluded that an in-court process offered the greatest opportunity to stabilize operations and maximize value, a conclusion reinforced by the position of the prepetition revolving lenders, who indicated they would provide additional financing only through a debtor-in-possession facility.

Prepetition Restructuring Efforts

• The Debtors engaged Reflect Advisors LLC ("Reflect") in July 2026 to provide interim management services and, on July 22, 2026, appointed Reflect Founding Member and Managing Director Adam Zalev as Chief Restructuring Officer. Reflect is proposed to be retained as restructuring advisor in these chapter 11 cases.
• In the months preceding the Petition Date, the Debtors, their board of directors, and their advisors undertook an extensive out-of-court effort to address the Debtors’ operational, financial, and liquidity challenges, remaining focused on preserving enterprise value and avoiding a chapter 11 filing if a viable alternative could be achieved.
  • Operationally, the Debtors implemented workforce reductions, facility rationalization, and other cost-reduction initiatives intended to align the operating cost structure with reduced revenue levels, alongside rigorous liquidity management procedures designed to preserve vendor relationships while allocating limited cash among competing needs.
  • The Debtors also worked extensively with lenders, suppliers, and other business partners in an effort to restore their financial position and stabilize access to vendor trade credit.
  • In parallel, management engaged constructively with existing lenders regarding amendments to the Prepetition Credit Facilities, pursued additional sources of capital, evaluated potential strategic transactions, and considered other out-of-court restructuring alternatives. Those efforts did not yield sufficient liquidity or consensual financing to support the Debtors’ working-capital requirements.
• Unable to consensually refinance its existing debt, the Debtors retained SSG Advisors, LLC on August 6, 2026. SSG has since fielded multiple inbound indications of interest and commenced a broader outreach program to gauge interest in a going-concern transaction, and as of the Petition Date the Debtors are in active negotiations with parties that may serve as stalking horse bidder for certain assets.

Path Forward: Three Concurrent Workstreams

• The objective of these chapter 11 cases is to maximize value through three complementary workstreams designed to proceed in parallel rather than sequentially, preserving strategic optionality while allowing the Debtors to monetize assets in an orderly manner. Each workstream is led by professionals experienced in the relevant asset class and transaction process.
  • Going-Concern Sale Process: SSG, as investment banker, will conduct a comprehensive marketing and sale process for some or all of the Debtors’ businesses and assets on a going-concern basis. The process is expected to run on an expedited basis, targeted for completion in approximately 60 days, with a bidding procedures motion to be filed in the early days of the cases.
  • Liquidation Program: SB360 Capital Partners, LLC and Tiger Capital Group, LLC, acting through a joint venture as Liquidation Consultant, will assist in the orderly monetization of certain inventory, accounts receivable, machinery, equipment, fixtures, and other assets. The Debtors will seek authority to assume the governing Consulting Agreement and to sell the assets; that agreement may be terminated to facilitate a going-concern sale of all or substantially all assets—allowing the Debtors to begin monetizing promptly while preserving the ability to pivot if doing so maximizes value.
  • Real Estate Monetization: A&G Realty Partners, LLC has been retained as real estate advisor to market and sell the Debtors’ three owned facilities and their interests in non-residential real property leases covering 16 strategically located warehouse and distribution facilities and showrooms across the United States and Canada.
• Management concluded that chapter 11 represents the only practical means of preserving and maximizing the value of the Debtors’ estates—whether through a going-concern sale, an orderly liquidation, or a combination thereof—while obtaining the liquidity necessary to continue operations for the benefit of all stakeholders.

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First Day Relief

Concurrently with the petitions, the Debtors filed a series of First Day Motions seeking authority to preserve estate value, maintain uninterrupted operations, and protect relationships with employees, customers, suppliers, and other constituencies. The Debtors characterize the requested relief as a coordinated effort to preserve enterprise value rather than a set of unrelated procedural requests.

DIP Facility

• The Debtors describe the proposed debtor-in-possession financing as the most important item of first day relief. The DIP Facility is a postpetition superpriority senior secured, asset-based revolving credit facility in an aggregate principal amount of up to $55 million, consisting of (a) revolving new money commitments and (b) a cashless roll-up and refinancing of all outstanding revolving loans of the DIP lenders under the prepetition Revolving Credit Facility, together with cash payment of accrued interest, fees, and other amounts owing to those lenders as of the Petition Date.
• The Debtors state that they enter chapter 11 with limited liquidity and significant working-capital requirements, and that without immediate access to the DIP Facility and authority to use cash collateral they would be unable to fund operations or administer the cases, requiring a cessation of operations.
• On the marketing of the financing, the Debtors state that no third party they contacted, and no other party of which they are aware, was willing to provide postpetition financing on an unsecured, junior lien, or priming basis, and that no party other than the prepetition revolving lenders was willing to provide postpetition financing at all. Following what the Debtors describe as extensive, arm's-length negotiations with the prepetition secured parties, management determined that the proposed DIP Facility constitutes the best financing reasonably available under the circumstances.

Other First Day Motions

• Cash management, including continued use of the existing cash management system, bank accounts, and business forms, ordinary-course intercompany transactions, and a limited waiver of section 345(b) requirements.
• Assumption of the Consulting Agreement governing the Liquidation Consultant's engagement and approval of asset sales free and clear of liens, claims, and encumbrances.
• Payment of certain taxes and fees; payment of prepetition wages, compensation, and employee benefits and continuation of benefit programs; and maintenance of insurance, surety coverage, and letters of credit.
• Retention of Epiq Corporate Restructuring, LLC as claims and noticing agent; joint administration of the chapter 11 cases; and authority to redact confidential customer and personally identifiable information and to serve parties in interest by email.
• Payment of prepetition claims of certain critical vendors; adequate assurance procedures for utility companies; and authority to honor, maintain, and administer customer programs and related prepetition business practices.
• Authority for De Cloet Greenhouse Mfg. Ltd. to act as foreign representative in the Canadian proceeding.