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Full title: Stipulation and Agreed Order Modifying the Automatic Stay to Permit Payment of Defense Costs from Chubb Insurance Policy. Signed on 6/2/2021 (Related document(s):246 Motion for Relief From Stay) (kpico) (Entered: 06/02/2021)

Document posted on Jun 1, 2021 in the bankruptcy, 9 pages and 0 tables.

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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”), Benjamin H. Thomas (“Thomas”), and VP Midtown LLC, VP Senior Capital LLC and Mr. William Van Pelt IV (collectively, the “VP Parties”) Prior to any disbursement for Defense Costs under any D&O Insurance Policy or on a quarterly basis, whichever is sooner, each covered Insured Person seeking reimbursement of Defense Costs (a “Reimbursement Claim”) shall submit a reimbursement notice (“Reimbursement Notice”) to the Trustee and each of the above Parties’ respective counsel (collectively, the “Notice Parties”), which notice shall include itemized fee and expense statements (i.e., invoices) that include detailed time records (redacted to the extent necessary to delete any legally privileged information).4 3. 5 Jay Ong, Munsch Hardt Kopf & Harr, P.C. 1717 W 6th Street, Suite 250, Austin, Texas 78703, e-mail: jong@munsch.com; (ii) to Mr. Thomas, c/oNotice to review such claim for reimbursement, with any objections (a (“Reimbursement Objection”) to such Reimbursement Claims to be served on both the party seeking such Reimbursement Claim, the Notice Parties, and the applicable Insurance Carrier no later than fourteen (14) days after receipt of a Reimbursement Notice (the “Objection Deadline”).In the event that a Notice Party raises a timely objection to a Reimbursement Claim, the objecting party shall, on or before the Objection Deadline, notify both the party seeking such Reimbursement Claim, the Notice Parties, and the applicable Insurance Carrier via email of such     5 For the avoidance of doubt, Thomas shall be deemed to have provided the Notice Parties with his initial Reimbursement Notice on April 14, 2020 in the amount of $211,607.50, and such Reimbursement Notice shall include the invoices identified on Mr. Thomas’s exhibit list at Docket No.

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ENTERED 06/02/2021 IN RE: § CASE NO. 19-35736 § VETERINARY CARE, INC., et al.,1 § Chapter 11 § Debtors § Jointly Administered STIPULATION AND AGREED ORDER MODIFYING THE AUTOMATIC STAY TO PERMIT PAYMENT OF DEFENSE COSTS FROM CHUBB INSURANCE POLICY [Relates to Docket No. 246] 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”), Benjamin H. Thomas (“Thomas”), and VP Midtown LLC, VP Senior Capital LLC and Mr. William Van Pelt IV (collectively, the “VP Parties”) (each individually, a “Party,” and collectively, the “Parties”) with respect to the matters raised in the Motion for Relief from the Automatic Stay to Pay Defense Costs from Chubb Insurance Company [Docket No. 246] (the “Motion”) filed by Thomas.2 Through their undersigned counsel, the Parties hereby stipulate and agree as follows:     1 The debtors in these chapter 11 cases (the “Bankruptcy Case(s)”), 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) (“TVET,” and collectively with VCI, the “Debtors”). The Debtors’ mailing address is 2700 Post Oak Blvd., 21st Floor, Houston, Texas 77056. 2 Capitalized terms used and not otherwise defined herein have those same definitions as are set forth in the First Amended Joint Chapter 11 Plan and Disclosure Statement of the Debtors [Docket No. 442] (as supplemented, the “Plan”). 1

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WHEREAS, as of October 10, 2019, the date of filing of VCI’s involuntary bankruptcy petition, the Debtors held an Insurance Policy No. 8225-5384 (the “Policy”) issued by Federal Insurance Company (including any successor in interest, the “Insurance Carrier” or “Chubb”) with Directors & Officers and Company Liability Coverage Part providing a $2,000,000 maximum aggregate coverage or all losses and Employment Practices Liability Coverage Part providing a $1,000,000 aggregate coverage for all losses. Pursuant to the Policy, coverage is provided to “Insured Persons” as defined and provided therein, for, without limitation, any breach of duty, neglect, error, misstatement, misleading statement, omission or act.3 WHEREAS, Thomas was named as a defendant in VP Midtown LLC v. Benjamin H. Thomas, et al., Case No. 2019-66690, 11th Judicial District Court, Harris County, Texas, which was initiated pre-petition (the “Covered Action”), and is now pending as an adversary proceeding under Adversary Proceeding No. 19-3634. WHEREAS, the Covered Action was removed to this Court on October 16, 2019 and has been stayed since that date as a consequence of the commencement of the Bankruptcy Case. WHEREAS, Thomas, as a director at relevant times, is generally entitled to payment of costs and expenses incurred in connection with the Covered Action to the extent provided under the Policy. In particular, the Directors & Officers and Company Coverage Section of the Policy provides as follows: A. INSURANCE CLAUSES 1. The Company shall pay, on behalf of an Insured Person, Loss on account of a Claim first made against the Insured Person during the     3 These allegations are for recital purposes only, and in all events, the terms of the Policy prevail over any description of those terms set forth in this Stipulation and Agreed Order. 2

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Policy Period, or the Extended Reporting Period, if applicable, to the extent that such Loss is not indemnified by an Organization. 2. The Company shall pay, on behalf of an Organization, Loss on account of a Claim first made against an Insured Person during the Policy Period, or the Extended Reporting Period, if applicable, to the extent that the Organization indemnifies the Insured Person for such Loss as permitted or required by law. The Company shall pay, on behalf of an Organization, Loss on account of a Claim first made against the Organization during the Policy Period, or the Extended Reporting Period if applicable. WHEREAS, Thomas has incurred certain Defense Costs and expenses in connection with the Covered Action that have been or will be submitted to Chubb for reimbursement. Although, Chubb has not to date reimbursed Thomas for these costs and expenses, Chubb has expressed a willingness to reimburse Thomas for the previously incurred costs and expenses in connection with the Covered Action, but only upon entry of an order that clarifies that the automatic stay does not restrict Chubb’s ability to reimburse Thomas or such other Insured Persons pursuant to the Policy. WHEREAS, on or about March 17, 2020, Thomas filed the Motion thereby seeking relief from the stay, as requested by Chubb for an order that clarifies the automatic stay does not restrict Chubb’s ability to reimburse Defense Costs pursuant to the Policy. WHEREAS, the Debtors, the Official Committee of Unsecured Creditors, VP Midtown LLC and VP Senior Capital LLC (collectively, the “Objecting Parties”) filed written objections [Docket Nos. 293, 294, and 295, respectively] to the Motion. WHEREAS, Thomas and the Objecting Parties entered into discussions in an attempt to resolve the Objection. Those discussions resulted in an agreement being reached among the Parties 3

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regarding certain procedures for the presentation, notice, objection and approval of payment of Defense Costs from Chubb (“Defense Cost Procedures”). WHEREAS, Thomas and the Objecting Parties sought approval from Chubb of the Defense Cost Procedures and Chubb, through its representative, Kelley Russell Purdie, approved the Defense Cost Procedures in writing. WHEREAS, on May 15, 2020, the Debtors filed their Joined Combined Chapter 11 Plan and Disclosure Statement (the “Plan”) and in an effort to reach consensual confirmation of the Plan, Thomas and the Objecting Parties (and others) entered into discussions and conducted a mediation under which the resolution of the Motion became a part. WHEREAS, as a result of the discussions and mediation, an agreement was reached regarding the Defense Cost Procedures as well as several other matters which were incorporated into a written agreement by and between Thomas, the Debtors, the VP Parties, and certain Class B equity interest holders (the “Settlement Agreement”). WHEREAS, on November 4, 2020, the Debtors filed their Plan. The Plan, as supplemented at Docket No. 468, incorporates the Settlement Agreement. WHEREAS, the Confirmation Order confirmed the Plan, approved the Settlement Agreement, and established the Liquidating Trust pursuant to the Liquidating Trust Agreement (the “Liquidating Trust Agreement”) which was also approved under the Confirmation Order, and appointed the Liquidating Trustee to, among other things, administer the Plan, analyze and object to claims, distribute the net proceeds of the Liquidating Trust Assets and act as the sole representative of the Liquidating Debtors, all in accordance with the Plan, Confirmation Order, and Liquidating Trust Agreement. 4

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WHEREAS, in accordance with the confirmed Plan and approved Settlement Agreement, the Parties intend hereby to carry forward the agreement resolving the Motion and establishing the Defense Cost Procedures. NOW, THEREFORE, in consideration of the foregoing, the Parties hereby stipulate and agree as follows: 1. Payment of Defense Costs as defined in and to the extent provided for under any insurance policy covering the Debtors’ current or former officers and directors (collectively, including the Policy, the “D&O Insurance Policies”) pursuant to the terms of such D&O Insurance Policies shall be subject to the provisions of this Order. 2. Prior to any disbursement for Defense Costs under any D&O Insurance Policy or on a quarterly basis, whichever is sooner, each covered Insured Person seeking reimbursement of Defense Costs (a “Reimbursement Claim”) shall submit a reimbursement notice (“Reimbursement Notice”) to the Trustee and each of the above Parties’ respective counsel (collectively, the “Notice Parties”), which notice shall include itemized fee and expense statements (i.e., invoices) that include detailed time records (redacted to the extent necessary to delete any legally privileged information).4 3. Notices provided hereunder shall be by first class mail and e-mail, and shall be provided as follows: (i) to the Trustee, to John Cornwell, Munsch Hardt Kopf & Harr, P.C., 700 Milam Street #2700, Houston, Texas 77002, e-mail: jcornwell@munsch.com, and with a copy to     4 Notwithstanding anything to the contrary in this Stipulation and Agreed Order, the level of detail required for the invoices of an attorney providing legal services solely on a fixed fee basis shall approximate the same level of detail provided at page 21 of 22 of Part 2 of Claim No. 40 filed in this case on March 31, 2020. 5

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Jay Ong, Munsch Hardt Kopf & Harr, P.C. 1717 W 6th Street, Suite 250, Austin, Texas 78703, e-mail: jong@munsch.com; (ii) to Mr. Thomas, c/o Jeff Oppel, Oppel & Goldberg, PLLC, 1010 Lamar, Suite 1420, Houston, Texas 77002, e-mail: joppel@ogs-law.com; and (iii) to the VP Parties, c/o Bruce J. Ruzinsky, Jackson Walker L.L.P., 1401 McKinney, Suite 1900, Houston, Texas 77010, e-mail: bruzinsky@jw.com and Jason L. Boland, Norton Rose Fulbright US LLP, 1301 McKinney, Suite 5100, Houston, Texas 77010, e-mail: Jason.boland@nortonrosefulbright.com. 4. The Notice Parties shall have fourteen (14) days from the date of service of the Reimbursement Notice to review such claim for reimbursement, with any objections (a (“Reimbursement Objection”) to such Reimbursement Claims to be served on both the party seeking such Reimbursement Claim, the Notice Parties, and the applicable Insurance Carrier no later than fourteen (14) days after receipt of a Reimbursement Notice (the “Objection Deadline”). After the Objection Deadline, and except as provided in paragraph (4) below, the applicable Insurance Carrier may reimburse in the ordinary course of business pursuant to the terms of the applicable D&O Insurance Policy.5 5. In the event that a Notice Party raises a timely objection to a Reimbursement Claim, the objecting party shall, on or before the Objection Deadline, notify both the party seeking such Reimbursement Claim, the Notice Parties, and the applicable Insurance Carrier via email of such     5 For the avoidance of doubt, Thomas shall be deemed to have provided the Notice Parties with his initial Reimbursement Notice on April 14, 2020 in the amount of $211,607.50, and such Reimbursement Notice shall include the invoices identified on Mr. Thomas’s exhibit list at Docket No. 299 in the above-captioned case, provided, however, that any such invoices of an attorney providing legal services solely on a fixed fee basis need not be included. Any objections to such Reimbursement Notice, in accordance with the procedures outlined in Paragraph 3 above, are due on or before the fifth (5th) day after entry of this Order.  6

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objection. The objection shall specify the nature and basis of the objection. Pending resolution of such objection, the Insurance Carrier may pay the Reimbursement Claim less the amount in dispute. The party seeking such Reimbursement Claim and the objecting party shall endeavor to amicably resolve any objection within ten (10) days after the Objection Deadline. If a resolution cannot be reached in that period, the party seeking such Reimbursement Claim may request that the Court resolve the dispute. 6. Upon advance written request made not more than once per each calendar month, Chubb shall reasonably promptly provide and disclose to the Liquidating Trustee Policy account and accounting disclosures. The Liquidating Trustee shall retain the right to seek reinstatement of the automatic stay or other injunctive relief over any D&O Insurance Policy proceeds, and the Insured Persons reserve all rights in that regard. 7. Notwithstanding anything to the contrary herein, to the extent any D&O Insurance Policy proceeds are to be paid pursuant to a judgment or settlement, the parties shall return to the Court for approval of any such payment. 8. Additionally, the Court may reconsider these matters (including the payment of any Defense Costs) based on the requirements of Martinez v. OGA Charters, LLC to ensure proportionality of distributions; provided however, that any prior payments made by an Insurance Carrier are final as to the Insurance Carrier and any proportionality adjustments will be the responsibility solely of the Parties and not of the Insurance Carrier. 9. 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. 10. The Court retains jurisdiction with respect to all matters arising from or related to 7

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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. 11. The terms and conditions of this Stipulation and Agreed Order shall be immediatelyeffective and enforceable upon its entry. IT IS SO ORDERED. SIGNED this _______ day of ____________________, 2021. JAunueg 0u2s,t 20022, 12019 8

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AGREED AS TO FORM AND SUBSTANCE: OPPEL & GOLDBERG, P.L.L.C. MUNSCH HARDT KOPF & HARR, P.C. By: /s/ Jeffrey Wells Oppel By: /s/ Jay H. Ong. Jeffrey Wells Oppel Jay H. Ong TSBN 15291800 TSBN 24028756 joppel@ogs-law.com jong@munsch.com 1010 Lamar Suite 1420 Julian Vasek Houston, Texas 77002 TSBN 24070790 713-659-9200 jvasek@munsch.com 713-659-9300 Fax 1717 West 6th Street, Suite 250 Austin, Texas 78703 ATTORNEYS FOR 512-391-6124 BENJAMIN H. THOMAS 512-391-6149 Fax ATTORNEYS FOR LIQUIDATING TRUSTEE JACKSON WALKER L.L.P. By: /s/ Bruce J. Ruzinsky Bruce J. Ruzinsky TSBN 17469425 bruzinsky@jw.com 1401 McKinney Street, Suite 1900 Houston, Texas 77010 713-752-4204 713-308-4155 Fax -and- NORTON ROSE FULBRIGHT US LLP By: /s/ Jason L. Boland Jason L. Boland TSBN 24040542 jason.boland@nortonrosefulbright.com 1301 McKinney Street, Suite 5100 Houston, Texas 77010 713-651-3769 713-651-5246 Fax ATTORNEYS FOR THE VP PARTIES 9

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