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
PURSUANT TO 11 U.S.C. § 553 PERMITTING SETOFF OF SECURITY DEPOSIT AND ESTABLISHING AMOUNT OF ALLOWED SECURED AND UNSECURED
CLAIMS OF CONTINUITY OF OPERATION PLANNING, LLC
PLEASE TAKE NOTICE that on July 1, 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 (ii) Continuity of Operation Planning LLC, d/b/a Cavern Technologies (“Cavern”) (each a “Party” and collectively the “Parties”) filed the Stipulation Pursuant to 11 U.S.C. § 553 Permitting Setoff of Security Deposit and Establishing Amount of Allowed Secured and Unsecured Claims of Continuity of Operation Planning, LLC (the “Cavern Stipulation”).
PLEASE TAKE FURTHER NOTICE that, unless a written objection to the Cavern 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 15, 2021 at 11:00 a.m. (prevailing Eastern Time), there will not be a hearing to consider the Cavern Stipulation, and such stipulation will be presented for signature
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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by the Honorable Robert D. Drain, United States Bankruptcy Judge, at the United States Bankruptcy Court, 300 Quarropas Street, White Plains, New York 10601, on July 15, 2021 at 12:00 p.m. (prevailing Eastern Time). A copy of the Cavern 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 Cavern Stipulation, a hearing (the “Hearing”) will be held to consider such Cavern 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 Cavern 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 1, 2021
New York, New York
BROWN RUDNICK LLP PAYNE & JONES
By: __Bennett Silverberg___________ By: __Jon W. Gilchrist_______
Bennett Silverberg, Esq. Jon W. Gilchrist, Esq.
Seven Times Square
New York, New York 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801
Email: bsilverberg@brownrudnick.com
11000 King Street
Overland Park, KS 66210 Telephone: (913) 469-4100 Facsimile: (913) 469-8182
Email: jgilchrist@paynejones.com
Counsel to the Liquidating Trust Counsel for Cavern
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 PURSUANT TO 11 U.S.C. § 553 PERMITTING SETOFF OF SECURITY DEPOSIT AND ESTABLISHING AMOUNT OF ALLOWED SECURED AND UNSECURED CLAIMS OF CONTINUITY OF OPERATION PLANNING, LLC
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 Continuity of Operation Planning LLC, d/b/a Cavern Technologies (“Cavern” 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, Cavern and Hooper Holmes, Inc. entered into that certain Master Data Center Services Agreement governing Statements of Work dated February 1, 2014 and February 1, 2017 (together, the “Cavern Contract”), and Hooper Holmes, Inc. provided a cash security deposit of $5,394.00 (the “Security Deposit”).
WHEREAS, on December 11, 2018, Cavern timely filed proof of claim number 142 (the
“Proof of Claim”), evidencing a claim of $77,272.00 (the “Cavern Claim”), some or all of which Cavern asserted was a secured claim (the “Secured Claim”).
WHEREAS, the Parties reached an agreement on the terms set forth in this Stipulation that resolves, fully and formally, the Security Deposit and the Proof of Claim.
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. On the Entry Date, Cavern shall set off the Security Deposit against the Cavern Claim, in full and final satisfaction of the Secured Claim (the “Setoff”). For the avoidance of doubt, Cavern agrees to accept the Security Deposit in full and final satisfaction of the Secured Claim.
3. The automatic stay and any injunctions under the Plan are hereby modified solely to the limited extent necessary to effectuate the Setoff pursuant to sections 362 and 553 of the Bankruptcy Code.
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4. As of the Entry Date, the remaining $71,878.00 of the Cavern Claim is deemed allowed, and shall receive the treatment set forth for Class 5 General Unsecured Claims under the Plan (the “Unsecured Claim”).
5. 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 modify the official claims register in accordance with this Stipulation.
6. As of the Entry Date, the Secured Claim is deemed satisfied, and Cavern 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 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 Cavern Contract, payments made or other actions taken, between and among Cavern, on the one hand, and any of the Debtors, on the other hand; provided, however, that the Unsecured Claim survives and shall be treated in accordance with the terms of the Plan.
7. As of the Entry Date, the Security Deposit is deemed to be property of Cavern, and the Debtors, the Trustee, and the Liquidating Trust are deemed to have released and forever discharged Cavern 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,
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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 Cavern Contract, payments made or other actions taken, between and among Cavern, on the one hand, and any of the Debtors, on the other hand.
8. The terms of this Stipulation, once approved and ordered by the Court, shall be binding on the Parties and any successor parties.
9. 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.
10. 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.
11. Each person executing this Stipulation in a representative capacity represents and warrants that he or she is empowered to do so.
12. 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.
13. This Stipulation represents the compromise of disputed claims and there is no admission of liability or fact by any party hereto.
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14. All provisions of this Stipulation are subject to the approval of the Court.
15. The Parties hereby agree to the entry of an order by the Court approving this Stipulation.
16. The Court shall retain jurisdiction to hear and determine all matters arising from or related to this Stipulation.
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Dated: July 1, 2021 Dated: July 1, 2021
New York, New York Overland Park, Kansas /s/ Bennett Silverberg _
Bennett Silverberg, Esq.
BROWN RUDNICK LLP Seven Times Square
New York, NY 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801
Email: bsilverberg@brownrudnick.com Counsel to the Liquidating Trust
SO ORDERED
Dated: _________, 2021
__/s/ Jon W. Gilchrist________
Jon W. Gilchrist, Esq.
PAYNE & JONES 11000 King Street
Overland Park, KS 66210 Telephone: (913) 469-4100 Facsimile: (913) 469-8182
Email: jgilchrist@paynejones.com Counsel to Cavern
______________________________________
THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE