Hooper Holmes – Court Approves Amended Joint Amended Plan of Liquidation of Provant Health, Unsecured Creditors Expected to Recover 3.5%

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January 31, 2019 – The Court hearing the Hooper Holmes (d/b/a Provant Health) case entered an order confirming the Debtors’ Amended Joint Plan of Liquidation, [Docket No. 361]. 
 
On, August 28, 2018, Hooper Holmes, Inc. and six affiliated debtors filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Southern District of New York, lead case number 18-23302. Upon filing, the Company, which provides health and wellbeing services to private and government customers via a network of health professionals throughout the country noted between 200 and 1,000 creditors; estimated assets between $10 million and $50 million; and estimated liabilities between $10 million and $50 million.
 
$27.25mn Sale to Summit Health, Inc.

On October 10, 2018,  the Court approved (i) the Debtor’s sale of the “Transferred Assets” to Summit Health, Inc. (the “Stalking Horse Bidder”), a subsidiary of Quest Diagnostics Incorporated, for cash consideration of $27.25mn and (ii) the asset purchase agreement governing the sale [Docket No. 188]. In a press release, Quest Diagnostics states, “The transaction was completed after Summit’s bid was declared the winner of an auction process conducted pursuant to section 363 of the Bankruptcy Code before a federal bankruptcy judge of the United States Bankruptcy Court for the Southern District of New York. Provant Health, along with six of its affiliates, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on August 27, 2018. Under the terms of the deal, Provant Health is expected to continue to operate its business and provide its services to meet customer obligations for the fourth quarter 2018.” Steve Rusckowski, Chairman, President and CEO of Quest Diagnostics states, “This acquisition is wholly consistent with our accelerate growth strategy, and our goal to empower the health and wellness initiatives of employers and other organizations managing population health,”

As previously cited from the Debtors’ Disclosure Statement, “The Plan provides that a Liquidating Trust is to be created as of the Effective Date, or as soon as reasonably practical thereafter. All property of the Estates constituting the Liquidating Trust Assets are to be conveyed and transferred by the Debtors or Liquidating Debtor to the Liquidating Trust on the Effective Date, free and clear of all interests, Claims, Liens and encumbrances. The proceeds of the Liquidating Trust Assets will then be shared with Holders of Allowed Claims as set forth in the Plan and the Liquidating Trust Agreement, which will be filed as part of the Plan Supplement.

 
On or soon after the Effective Date, the Liquidating Trustee shall be elected to act in the stead of the Boards to ensure that the Liquidating Debtor winds-down its operations in the most effective and efficient manner and complies with its obligations and duties under the Plan. Once the Liquidating Debtor has completed the wind-down of its business, the Liquidating Trustee will dissolve the Liquidating Debtor under applicable non-bankruptcy law.”
 
The following is a summary of classes, claims, voting rights and projected recoveries:
 
  • Class 1 (“Priority Non-Tax Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Estimated recovery is 100%.
  • Class 2 (“Miscellaneous Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Estimated recovery is 100%.
  • Class 3 (“SWK Secured Claims”) is impaired and entitled to vote on the Plan. Estimated recovery is 0%.
  • Class 4 (“SWK Deficiency Claims”) is impaired and entitled to vote on the Plan. Estimated recovery is 0%.
  • Class 5 (“General Unsecured Claims”) is impaired and entitled to vote on the Plan. Estimated recovery is 3.5%.
  • Class 6 (“Interests”) is impaired, deemed to reject and not entitled to vote on the Plan. Estimated recovery is 0%.
  • Class 7A (“Subordinated Century Claims”) is impaired, deemed to reject and not entitled to vote on the Plan. Estimated recovery is 0%.
  • Class 7B (“Other Subordinated Claims”) is impaired, deemed to reject and not entitled to vote on the Plan. Estimated recovery is 0%.

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