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Full title: Stipulation By Destination Pet, LLC and Liquidating Trustee. Does this document include an agreed order or otherwise request that the judge sign a document? Yes. (Filed By Destination Pet, LLC ).(Related document(s):524 Generic Motion) (English, Eric) (Entered: 03/16/2021)

Document posted on Mar 15, 2021 in the bankruptcy, 10 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

This stipulation and agreed order (the “Stipulation and Agreed Order”) is entered into between and among John D. Cornwell, in his capacity as the Trustee (the “Liquidating Trustee”) of the VitalPet Liquidating Trust (the “Liquidating Trust”), and Destination Pet, LLC and its wholly owned subsidiary VP Integration, LLC (collectively, “Destination Pet”) WHEREAS, on July 10, 2020, the Court entered its Order Granting Destination Pet, LLC’s Second Emergency Motion to Enforce Sale Order and Asset Purchase Agreement [Docket No. 386] WHEREAS, as Destination Pet was the purchaser of substantially all of the Debtors’ assets pursuant to the APA and Sale Order, Destination Pet and the Liquidating Debtors, under the Liquidating Trustee’s authority, have as a practical matter continued to coordinate and cooperate (and contemplate that they may cooperate) with respect to, merely for example and without limitation, certain matters of tax reporting, the exchange of information relating to the businesses, and other administrative matters.Within 3 business days of the first date on which the Court’s approval of this Stipulation and Agreed Order becomes final and unappealable, the Liquidating Trustee shall pay Destination Pet $252,865 (the “Cash Payment”) by wire transfer to the account designated by Destination Pet.To the extent that any Liquidating Debtor or Liquidating Trustee receives or holds such refund, the Liquidating Trustee shall turn it over to Destination Pet.

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 VETERINARY CARE, INC., Case No. 19-35736 D/B/A VITALPET, et al., (Jointly Administered) Debtors.1 STIPULATION AND AGREED ORDER REGARDING DESTINATION PET, LLC’S MOTION (A) TO ENFORCE ASSET PURCHASE AGREEMENT AND SALE ORDER; AND (B) FOR ALLOWANCE OF ADMINISTRATIVE, REJECTION DAMAGES, AND OTHER CLAIMS [Relates to Docket No. 524 and Claim No. 151] This stipulation and agreed order (the “Stipulation and Agreed Order”) is entered into between and among John D. Cornwell, in his capacity as the Trustee (the “Liquidating Trustee”) of the VitalPet Liquidating Trust (the “Liquidating Trust”), and Destination Pet, LLC and its wholly owned subsidiary VP Integration, LLC (collectively, “Destination Pet”) (each individually, a “Party,” and collectively, the “Parties”) with respect to the matters raised in Destination Pet’s Motion (A) to Enforce Asset Purchase Agreement and Sale Order; and (B) for Allowance of Administrative, Rejection Damages, and Other Claims [Docket No. 524] (the “Motion”). Through their undersigned counsel, the Parties hereby stipulate and agree as follows: WHEREAS, on March 14, 2020, the Court entered the Order (I) Approving Prevailing Bidder’s Asset Purchase Agreement and Authorizing the Sale of Assets Outside the Ordinary Course of Business, (II) Authorizing the Sale of Substantially All of the Debtors’ Assets Free and Clear of Liens, Claims, Encumbrances, and Interests, (III) Authorizing the Assumption and 1 The Debtors in these chapter 11 cases (the “Bankruptcy Cases”), along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Veterinary Care, Inc. (3844) (“VCI”) and TVET Management LLC (1790) (“Management,” and collectively with VCI, the “Debtors”). The Debtors’ mailing address as of the Petition Date was 2700 Post Oak Blvd., 21st Floor, Houston, Texas 77056. The Liquidating Trustee’s business address is Munsch Hardt Kopf & Harr, P.C., 700 Milam Street, STE2700, Houston, Texas 77002.

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Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief [Docket No. 243] (the “Sale Order”), which approved the sale of substantially all of the Debtors’ assets to Destination Pet pursuant to the terms of an Asset Purchase Agreement (as amended, the “APA”), negotiated between Destination Pet and the Debtors. WHEREAS, Destination Pet’s purchase of substantially all of the Debtors’ assets pursuant to the APA closed on March 27, 2020. WHEREAS, on April 21, 2020, Destination Pet filed six proofs of claim (the “Proofs of Claim”) including Proof of Claim No. 33 and Proof of Claim No. 69 (collectively, “Claim Nos. 33 and 69”) on behalf of TVET Operating PLLC (“TVET Operating”) for an unliquidated amount related to that certain Management Services Agreement dated as of September 24, 2009 by and among TVET Operating and the Debtors. WHEREAS, on July 2, 2020, the Debtors filed their objections to the various Proofs of Claim [see Docket Nos. 377–380] (the “Objections”), including Objection to Claim Nos. 33 and 69 [Docket No. 380]. WHEREAS, on August 6, 2020, the Court held a hearing on the Objections and granted the Debtors’ Objections disallowing the Proofs of Claims; however, the Court took the Objection to Claim Nos. 33 and 69 under advisement [see Docket No. 407] and has not made a ruling on this Objection. WHEREAS, on May 24, 2020, Destination Pet filed its Second Emergency Motion to Enforce Sale Order and Asset Purchase Agreement [Docket No. 353] (the “Second Motion to Enforce”) asserting that the APA limited Destination Pet’s liability to pay up to $100,000 in cure amounts for all contracts designated for assumption under the APA.

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WHEREAS, on June 1, 2020, the Debtors filed their Original Complaint [Docket No. 360] against Destination Pet initiating Adversary Case No. 20-03171 (the “Adversary Proceeding”). As opposed to the Second Motion to Enforce, the Debtors asserted that the Adversary Proceeding was the proper procedural setting to resolve the disputes regarding the interpretation and application of the APA, including but not limited to disputes related to the cure amount Destination Pet was required to pay under the APA. WHEREAS, on July 10, 2020, the Court entered its Order Granting Destination Pet, LLC’s Second Emergency Motion to Enforce Sale Order and Asset Purchase Agreement [Docket No. 386] (the “Cure Amount Order”) resolving the cure amounts dispute raised in the Second Emergency Motion to Enforce and addressed in the Adversary Proceeding. WHEREAS, on November 4, 2020, the Debtors filed their First Amended Joint Combined Chapter 11 Plan and Disclosure Statement of Veterinary Care, Inc. and TVET Management, LLC [Docket No. 442] (the “Plan”).2 WHEREAS, on December 17, 2020, the Court entered the Order Confirming the First Amended Joint Combined Chapter 11 Plan and Disclosure Statement of Veterinary Care, Inc. and TVET Management LLC [Docket No. 492] (the “Confirmation Order”). The Effective Date of the Plan occurred on December 31, 2020 (the “Effective Date”). WHEREAS, the Plan and Confirmation Order established the Liquidating Trust pursuant to the approved Liquidating Trust Agreement (the “Liquidating Trust Agreement”), and appointed the Liquidating Trustee to, among other things, administer the Plan, analyze and object to claims, distribute certain assets and act as the sole representative of the Liquidating Debtors, all in accordance with the Plan and the Confirmation Order. 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Plan.

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WHEREAS, pursuant to the Plan, the Liquidating Trustee has the “sole and exclusive right to object to the allowance of any Claims or Interests payable by the Liquidating Trust under the Plan,” and “the Liquidating Trustee has the authority to compromise, settle, or otherwise resolve all objections.” See Plan, Art. VII.A. WHEREAS, pursuant to the Liquidating Trust Agreement, the Liquidating Trustee has “absolute discretion to pursue, or not pursue, any and all claims, rights, or causes of action, as it determines is in the best interests of the [trust beneficiaries] and consistent with the purposes of the Trust.” See Liquidating Trust Agreement, § 4.03. Specifically, the Liquidating Trustee has the power to “compromise, adjust, arbitrate, sue on or defend, abandon or otherwise resolve or settle, in accordance with the terms hereof, claims in favor of, or against, the Trust.” SeeLiquidating Trust Agreement, § 4.01(vi). Additionally, the Liquidating Trustee has the power to “determine and satisfy any and all liabilities created, incurred, or assumed by the Trust . . . in his sole and absolute discretion.” See Liquidating Trust Agreement, § 4.01(vii). WHEREAS, pursuant to the Plan, all Administrative Claims and all claims arising from the rejection of executory contracts or unexpired leases were required to be filed no later than thirty (30) days after the Effective Date. See Plan, at Art. III.A. Accordingly, under the Plan, the Administrative Claim Bar Date, as well as the deadline to assert rejection claims, was February 1, 2021. WHEREAS, on February 1, 2021, the Court entered the Stipulation and Agreed Order Extending Destination Pet LLC’s Deadlines to File any Administrative Claims, Rejection Damages Claims, or Related Motions or Claims [Docket No. 518], which extended Destination Pet’s deadline to file administrative and rejection damages claims to February 12, 2021, by agreement with the Liquidating Trustee.

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WHEREAS, on February 12, 2021, Destination Pet timely filed its Proof of Claim No. 151 (the “Rejection Damages Claim”), asserting a general unsecured claim in the amount of $73,869.46 against the Liquidating Trust for alleged damages resulting from the Debtors’ rejection of their policy with Cigna Health and Life Insurance Company (“Cigna”) under the Plan. WHEREAS, on February 12, 2021, Destination Pet filed its Motion asserting additional claims against the Liquidating Trust, including but not limited to Administrative Claims under section 503(b) of the Bankruptcy Code and the Plan (the “DP Administrative Claims,” and collectively with the Rejection Damages Claim, the “Claims”). The total amount of the asserted Claims is $426,789.07. WHEREAS, as Destination Pet was the purchaser of substantially all of the Debtors’ assets pursuant to the APA and Sale Order, Destination Pet and the Liquidating Debtors, under the Liquidating Trustee’s authority, have as a practical matter continued to coordinate and cooperate (and contemplate that they may cooperate) with respect to, merely for example and without limitation, certain matters of tax reporting, the exchange of information relating to the businesses, and other administrative matters. Accordingly, the Parties contemplate that additional cooperation between Destination Pet and the Liquidating Trustee is beneficial to the Parties, including but not limited to in connection with the Liquidating Trustee’s winding up the Liquidating Debtors and Liquidating Trust and otherwise discharging his duties under the Plan and Liquidating Trust Agreement. WHEREAS, both before and after the Motion and Claims were filed, the Liquidating Trustee and his professionals spent considerable time and effort analyzing the alleged legal and factual bases for the Motion and the Claims and identifying potential defenses, and seeking and

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obtaining additional disclosures from Destination Pet and former management and professionals of the Debtors, among others. WHEREAS, Destination Pet and the Liquidating Trustee engaged in extensive settlement discussions regarding the Motion and Claims. The settlement discussions were thorough, conducted in good faith by the Parties, and from arm’s length bargaining positions. WHEREAS, as a result of the negotiations between the Parties concerning the Motion and the Claims, and in order to avoid the expense, delay and uncertainty of litigation, the Parties wish to resolve these matters and have reached an agreement as set forth herein. WHEREAS, pursuant to the Liquidating Trustee’s investigation, analysis and negotiation of the Claims, and the terms of the Plan and the Liquidating Trust Agreement, the Liquidating Trustee has determined in his sole, absolute and reasonable discretion that good and sufficient cause exists for his entry into this Stipulation and Agreed Order for the benefit of the Liquidating Trust, as the successor to the Debtors and their estates, and its beneficiaries. NOW, THEREFORE, in consideration of the foregoing, the Parties hereby stipulate and agree as follows: 1. Cash Payment. Within 3 business days of the first date on which the Court’s approval of this Stipulation and Agreed Order becomes final and unappealable, the Liquidating Trustee shall pay Destination Pet $252,865 (the “Cash Payment”) by wire transfer to the account designated by Destination Pet. 2. Cigna Security Deposit. i. The Liquidating Trustee agrees and stipulates that Destination Pet owns the $70,741 Cigna Security Deposit (as defined in the Motion).

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ii. Destination Pet may take all actions to obtain the Cigna Security Deposit, and the Liquidating Trustee shall reasonably cooperate with Destination Pet in obtaining turnover of the deposit from Cigna. iii. To the extent that a Liquidating Debtor or Liquidating Trustee receives or holds the Cigna Security Deposit, the Liquidating Trustee shall turn it over to Destination Pet. 3. February 2020 New York Sales Tax Payment. i. The Parties agree that the $1,393.64 February 2020 New York sales tax payment was paid by both Destination Pet and the Debtors, and Destination Pet is entitled to seek a refund of its payment and to retain any refund it receives. ii. Destination Pet may take all actions to obtain the refund, and the Liquidating Trustee shall reasonably cooperate with Destination Pet in obtaining turnover of the refund. iii. To the extent that any Liquidating Debtor or Liquidating Trustee receives or holds such refund, the Liquidating Trustee shall turn it over to Destination Pet. 4. Cooperation. The Parties shall continue to provide reasonable, good faith cooperation to each other regarding reasonable requests for information or action including the matters expressly contemplated herein and the Liquidating Trustee’s provision of information, data and related items to Destination Pet for the preparation of 1099 information returns or similar documentation; provided that such cooperation shall not require either Party to incur or assume substantial expense, including but not limited to any third party costs. Subject to the

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foregoing, each Party shall make available to the other reasonably requested information that is within its possession, custody, or control. 5. The resolution of the Motion and Claims set forth herein is in full satisfaction of all claims and defenses between Destination Pet and the Liquidating Trustee. Except as otherwise expressly provided herein, including with respect to the continuing duty to cooperate between the Parties, any other claims held and/or asserted by Destination Pet against the Debtors’ estates or the Liquidating Trust are disallowed with prejudice. Subject to the foregoing and except as expressly provided otherwise herein, this Stipulation and Agreed Order is not intended to vary the terms of the Sale Order, APA, or Destination Pet’s Transition Services Agreement with the Debtors dated as of March 24, 2020. Notwithstanding any other provision of this Stipulation and Agreed Order, if the Court denies entry of this Stipulation and Agreed Order, the Stipulation and Agreed Order will be of no force and effect, and Destination Pet retains the right to assert its Claims against the Liquidating Trustee in the original amount of $426,789.07. 6. The Parties agree that Claim Nos. 33 and 69 filed by Destination Pet are disallowed. 7. The Parties agree that the Cure Amount Order resolved the causes of action raised in the Adversary Proceeding; therefore, the Adversary Proceeding is hereby dismissed with prejudice. 8. The Liquidating Trustee is authorized to take all actions necessary to effectuate the relief granted pursuant to this Stipulation and Agreed Order. 9. The undersigned represent that they are authorized to execute this Stipulation and Agreed Order on behalf of the representative Party for whom they have signed.

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10. This Stipulation and Agreed Order shall be binding upon the Parties’ successors, agents, assigns, including bankruptcy trustees and estate representatives, and any parent, subsidiary, or affiliated entity of the Parties. 11. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Stipulation and Agreed Order, and the Parties hereby consent to such jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation and Agreed Order. 12. The terms and conditions of this Stipulation and Agreed Order shall be immediately effective and enforceable upon its entry. IT IS SO ORDERED. SIGNED this ____________ day of ______________, 2021. HONORABLE CHRISTOPHER M. LOPEZ UNITED STATES BANKRUPTCY JUDGE

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AGREED AS TO FORM AND SUBSTANCE: MUNSCH HARDT KOPF & HARR, P.C. PORTER HEDGES LLP By: /s Jay H. Ong By: /s/ Eric M. English Jay H. Ong Eric M. English State Bar No. 24028756 State Bar No. 24062714 Julian Vasek Emily D. Nasir State Bar No. 24070790 State Bar No. 24118477 1717 West 6th Street, Suite 250 1000 Main Street, 36th Floor Austin, Texas 78703 Houston, Texas 77002 (512) 391-6124 (713) 226-6000 jong@munsch.com eenglish@porterhedges.com jvasek@munsch.com enasir@porterhedges.com ATTORNEYS FOR LIQUIDATING ATTORNEYS FOR DESTINATION TRUSTEE PET, LLC