1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
In re:
HOOPER HOLMES, INC.
D/B/A PROVANT HEALTH, et al,1 Debtors.
Chapter 11
Case No. 18-23302 (RDD) (Jointly Administered)
NOTICE OF PRESENTMENT OF STIPULATION AND ORDER
(I) RECLASSIFYING SECURED CLAIM AND (II) ESTABLISHING AMOUNT OF PRIORITY CLAIM OF CISCO SYSTEMS CAPITAL CORPORATION
PLEASE TAKE NOTICE that on July 2, 2021, counsel for (i) Matthew D. Pascucci, the Trustee (the “Trustee”) for and on behalf of the Hooper Holmes Liquidating Trust (the
“Liquidating Trust”), and Cisco Systems Capital Corporation (“CSCC” and together with the Trustee, the “Parties” and each individually, a “Party”), filed the Stipulation and Order(i) Reclassifying Secured Claim and (ii) Establishing Amount of Priority Claim of Cisco Systems (the “CSCC Stipulation”).
PLEASE TAKE FURTHER NOTICE that, unless a written objection to the CSCC Stipulation is served and filed with proof of service with the Clerk of the Court, and a courtesy copy is delivered to the undersigned and to the chambers of the Honorable Robert D. Drain, so as to be received by July 16, 2021 at 11:00 a.m. (prevailing Eastern Time), there will not be a hearing to consider the CSCC Stipulation, and such stipulation will be presented for signature by the Honorable Robert D. Drain, United States Bankruptcy Judge, at the United States Bankruptcy
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are as follows: Hooper Holmes, Inc. (9359); Hooper Distribution Services, LLC (6838); Hooper Wellness, LLC (6005); Accountable Health Solutions, LLC (9625); Hooper Information Services, Inc. (4927); Hooper Kit Services, LLC (8378); and Provant Health Solutions, LLC (8511). The location of the Debtors' corporate headquarters is 560 N. Rogers Road, Olathe, KS 66286.
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Court, 300 Quarropas Street, White Plains, New York 10601, on July 16, 2021 at 12:00 p.m.
(prevailing Eastern Time). A copy of the CSCC Stipulation is attached hereto as Exhibit A.
PLEASE TAKE FURTHER NOTICE that, if a written objection is timely filed and served with respect to the CSCC Stipulation, a hearing (the “Hearing”) will be held to consider such CSCC Stipulation before the Honorable Robert D. Drain, United States Bankruptcy Judge, at the United States Bankruptcy Court, 300 Quarropas Street, White Plains, New York 10601, on a date to be announced.
PLEASE TAKE FURTHER NOTICE that objecting parties are required to attend the Hearing and a failure to appear may result in relief being granted upon default.
PLEASE TAKE FURTHER NOTICE that copies of the CSCC Stipulation may be obtained free of charge by visiting the website of Epiq Bankruptcy Solutions LLC at https://dm.epiq11.com/case/prh/info . You may also obtain copies of any pleadings by visiting the Bankruptcy Court’s website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein.
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3 Dated: July 2, 2021
New York, New York
BROWN RUDNICK LLP BIALSON BERGEN & SCHWAB By: __Bennett Silverberg___________ By: __Gaye N. Heck_______
Bennett Silverberg, Esq. Gaye N. Heck, Esq.
Seven Times Square
New York, New York 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801
Email: [email protected]
830 Menlo Avenue, Suite 201 Menlo Park, CA 94025 Telephone: (650) 857-9500 Facsimile: (650) 494-2738 Email: [email protected]
Counsel to the Liquidating Trust Counsel for CSCC
4 EXHIBIT A
1 BROWN RUDNICK LLP
Bennett S. Silverberg Kenneth Aulet 7 Times Square
New York, NY 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801
Counsel to the Hooper Holmes Liquidating Trust UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
In re:
HOOPER HOLMES, INC.
D/B/A PROVANT HEALTH, et al,1 Debtors.
Chapter 11
Case No. 18-23302 (RDD) (Jointly Administered)
STIPULATION AND ORDER (I) RECLASSIFYING SECURED CLAIM AND (II) ESTABLISHING AMOUNT OF PRIORITY CLAIM OF CISCO SYSTEMS CAPITAL CORPORATION
This stipulation (the “Stipulation ”) is entered into by and between Matthew D. Pascucci, the Trustee (the “Trustee”) for and on behalf of the Hooper Holmes Liquidating Trust (the
“Liquidating Trust”), and Cisco Systems Capital Corporation (“CSCC” and together with the Trustee, the “Parties” and each individually, a “Party”), by and through their respective undersigned counsel. The Parties hereby stipulate as follows:
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are as follows: Hooper Holmes, Inc. (9359); Hooper Distribution Services, LLC (6838); Hooper Wellness, LLC (6005); Accountable Health Solutions, LLC (9625); Hooper Information Services, Inc. (4927); Hooper Kit Services, LLC (8378); and Provant Health Solutions, LLC (8511). The location of the Debtors' corporate headquarters is 560 N. Rogers Road, Olathe, KS 66286.
2 RECITALS
WHEREAS, on August 27, 2018 (the “Petition Date”), Hooper Holmes, Inc. and its affiliates (the “Debtors”) each filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”);
WHEREAS, on September 20, 2018, the Debtors filed their respective Schedules of Assets and Liabilities and Statements of Financial Affairs [Docket Nos. 120-133].
WHEREAS, on November 1, 2018, the Court entered its Order (I) Setting Bar Dates for Submitting Proofs of Claim, (II) Approving Procedures for Submitting Proofs of Claim, and (III) Approving Notice Thereof [Docket No. 226] (the “Bar Date Order”). Pursuant to the Bar Date Order, December 14, 2018 at 5:00 p.m. (Eastern Time) was established as the general bar date for filing proofs of claim and February 25, 2019 at 5:00 p.m. (Eastern Time) was established as the bar date for governmental units to file proofs of claim.
WHEREAS, on December 28, 2018, the Debtors filed their Amended Joint Plan of Liquidation of Debtors Under Chapter 11 of the Bankruptcy Code [Docket No. 318] (the
“Plan”), which the Court confirmed by Order, dated January 31, 2019 [Docket No. 361]. On February 12, 2019 (the “Effective Date”), the Plan became effective [Docket No. 375].
WHEREAS, on the Effective Date, the Liquidating Trust was established and the Trustee was appointed with all of the rights, powers and duties set forth in the Plan and the Hooper Holmes Liquidating Trust Agreement (the “Liquidating Trust Agreement,” filed at Docket No. 352).
WHEREAS, pursuant to the Plan and Liquidating Trust Agreement, the Trustee is responsible for, among other things, objecting to proofs of claim. See Plan § 6.14; Liquidating Trust Agreement § 4.02.
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WHEREAS, prior to the Petition Date, CSCC and Hooper Holmes, Inc. entered into that certain Agreement to Lease Equipment No. 10521-MM001-0 and Installment Payment Agreement No. 12793-IP001-0 (together, the “CSCC Contract”).
WHEREAS, on October 17, 2018, CSCC timely filed proof of claim number 20011 (the
“Proof of Claim”), alleging (i) a priority claim of $68,395.11 pursuant to 11 U.S.C. § 507(a)(2) (the “Priority Claim”); (ii) a secured claim of $11,136.01 (the “Secured Claim”); and a general unsecured claim of $60,795.11. A copy of the CSCC Contract was attached to the Proof of Claim.
WHEREAS, CSCC asserts that the Priority Claim is for payments that became due and owing from and after the Petition Date through the end of the term of the CSCC Contract;
WHEREAS, CSCC asserts in the Proof of Claim that the Priority Claim is an Administrative Expense because CSCC had not received notice of rejection of the CSCC Contract;
WHEREAS, the CSCC Contract was rejected as of December 31, 2018 pursuant to the First Omnibus Order (I) Authorizing the Debtors to Reject Certain Executory Contracts and Unexpired Leases, and (II) Granting Related Relief [Docket No. 311];
WHEREAS, the Parties have conferred and reached an agreement on the terms set forth in this Stipulation that resolves, fully and formally, the Priority Claim and the Secured Claim;
WHEREAS, CSCC has opted to reclassify the Secured Claim as an Allowed Class 5 General Unsecured Claim;
WHEREAS, the Parties agree that the reasonable value of services provided by CSCC to the Debtors after the Petition Date is $22,798.37;
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WHEREAS, the resolution of the aforementioned issues on the terms set forth herein is a reasonable exercise of the Trustee’s business judgment; and
WHEREAS, the agreement between the Parties as set forth in this Stipulation was negotiated between the Parties at arms’ length, and has been entered into in good faith.
Based on the foregoing facts, and in consideration of the foregoing the Parties agree:
1. This Stipulation shall be effective upon entry of an order by the Court (the “Entry Date”).
2. As of the Entry Date, the Priority Claim shall be allowed in an amount of
$22,798.37 (the “Allowed CSCC Administrative Expense”), which shall receive the treatment set forth for Administrative Expenses in Article III.1(a) of the Plan.
3. As of the Entry Date, (i) the remaining $45,596.74 of the Priority Claim and (ii) the Secured Claim shall be reclassified and added to the unsecured portion of CSCC’s claim, and CSCC shall have a total deemed allowed unsecured claim of $117,527.86 (the “Unsecured Claim”), which shall receive the treatment set forth for Class 5 General Unsecured Claims under the Plan.
4. On the Entry Date, the Debtors’ claims and noticing agent, Epiq Bankruptcy Solutions, LLC, and the Clerk of the Court, as applicable, are authorized to take all action necessary to expunge the Secured Claim from the official claims register and update the Priority Claim and Unsecured Claim as set forth herein.
5. As of the Entry Date, CSCC is deemed to have released and forever discharged the Debtors and the Liquidating Trust and any past, present, or future agents, representatives, employees, officers, directors, affiliates, parents, subsidiaries, partners, predecessors and successors in interest, attorneys, insurers, successors and assigns of any of the Debtors, from any
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and all claims, liabilities, demands, obligations, adversary proceedings, causes of action, damages, costs, expenses, agreements, suits, and debts of any nature whatsoever, whether now or hereafter accrued, liquidated or unliquidated, contingent or otherwise, now existing or hereafter arising, known or unknown which in any way arise from or relate to the CSCC Contract, payments made or other actions taken, between and among CSCC, on the one hand, and any of the Debtors, on the other hand; provided, however, that the Allowed CSCC Administrative Expense and the Unsecured Claim survive and shall be treated in accordance with the terms of the Plan.
6. As of the Entry Date, the Debtors, the Trustee, and the Liquidating Trust are deemed to have released and forever discharged CSCC and any past, present, or future agents, representatives, employees, officers, directors, affiliates, parents, subsidiaries, partners, predecessors and successors in interest, attorneys, insurers, successors and assigns of any of the Debtors, from any and all claims, liabilities, demands, obligations, adversary proceedings, causes of action, damages, costs, expenses, agreements, suits, and debts of any nature whatsoever, whether now or hereafter accrued, liquidated or unliquidated, contingent or otherwise, now existing or hereafter arising, known or unknown which in any way arise from or relate to the CSCC Contract, payments made or other actions taken, between and among CSCC, on the one hand, and any of the Debtors, on the other hand.
7. The terms of this Stipulation, once approved and ordered by the Court, shall be binding on the Parties and any successor parties.
8. The Parties acknowledge and agree that none of the Parties has relied on any statement or representation of any other Party, person or entity in determining to enter into this Stipulation.
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9. Each Party represents and warrants that no promise, inducement, or agreement not expressed herein has been made to such Party in connection with this Stipulation, and that this Stipulation constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous written or oral communications, understandings, and agreements with respect to the subject matter hereof.
10. Each person executing this Stipulation in a representative capacity represents and warrants that he or she is empowered to do so.
11. This Stipulation may be executed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto were on the same instrument, and such counterparts shall be construed together as one instrument. Facsimile or pdf signatures shall be deemed original signatures.
12. This Stipulation represents the compromise of disputed claims and there is no admission of liability or fact by any party hereto.
13. All provisions of this Stipulation are subject to the approval of the Court.
14. The Parties hereby agree to the entry of an order by the Court approving this Stipulation.
15. The Court shall retain jurisdiction to hear and determine all matters arising from or related to this Stipulation.
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Dated: July 2, 2021 Dated: July 2, 2021
New York, New York Menlo Park, California /s/ Bennett S. Silverberg
Bennett S. Silverberg, Esq.
BROWN RUDNICK LLP Seven Times Square
New York, NY 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801
Email: [email protected] Counsel to the Liquidating Trust
SO ORDERED
Dated: _________, 2021
/s/ Gaye N. Heck Gaye N. Heck, Esq.
BIALSON BERGEN & SCHWAB 830 Menlo Avenue, Suite 201 Menlo Park, CA 94025 Telephone: (650) 857-9500 Facsimile: (650) 494-2738 Email: [email protected] Counsel to CSCC
______________________________________
THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE
