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Hooper Holmes – Amendment to Amended and Restated Asset Purchase Agreement Filed, Cash Consideration Raised to $27.25 million

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October 8, 2018 –  Hooper Holmes filed a notice stating that, absent the receipt of any qualified bids other than that of the stalking horse bidder (the “Stalking Horse Bidder”), its planned auction had been cancelled and the Stalking Horse Bidder had been designated the Successful Bidder for the Transferred Assets [Docket No. 184]. The Debtors also filed an Amendment No. 1 to the Amended and Restated Asset Purchase Agreement  between the Debtors and Summit Health, Inc. (the “Stalking Horse Bidder”), a subsidiary of Quest Diagnostics Incorporated [Docket No.182]. The Amendment notes, “Amendment to Section 4.1. Section 4.1 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following: ‘4.1 Consideration. In exchange for the sale, assignment, transfer, conveyance and delivery by Sellers of the Transferred Assets, Buyer shall provide the consideration (the ‘Consideration’) consisting of cash in the amount of $27,250,000 (the ‘Cash Consideration’), payable upon Closing by wire transfer to an account designated by Sellers; provided, however, that the Cash Consideration shall be reduced by $150,000 for each day that the Closing is delayed past October 10, 2018 (except to the extent such a delay occurs as a result of Buyer’s breach of its obligations under this Agreement)’.”

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