Case 15-11874-KG Doc 3518 Filed 04/04/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 HH Liquidation, LLC, et al., 1 Case No. 15-11874 (KG Debtors. Jointly Administered CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER APPROVING STIPULATION BY AND AMONG THE DEBTORS AND VICKI GOULD The undersigned counsel to the above-captioned affiliated debtors and debtors in possession (collectively, the Debtors in these chapter 11 cases hereby certifies as follows: On December 20, 2017, Vicki Gould (the Movant and, together with the Debtors, the Parties, by and through her counsel, filed a complaint against, inter alia, the Debtors, captioned Gould v. Total Cleaning Solutions Inc., et al., Case No. 17-2-32862-6 KNT, in the Superior Court of the State of Washington in and for the County of King, which complaint was amended on February 12, 2018 (the Action. On March 21, 2018, the Movant made an informal request to the Debtors to lift the automatic stay pursuant to section 362(a of the Bankruptcy Code (the Automatic Stay on a limited basis to proceed against the Debtors insurance, and since that time the Parties have engaged in good faith discussions regarding the Movant s informal request. The Parties have agreed to the terms and conditions of that certain Stipulation Granting Vicki Gould Limited Relief from the Automatic Stay, a copy of which is annexed as Exhibit 1 (the Stipulation to 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC (7558, HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC (6341, HH Opco South, LLC (f/k/a Haggen Opco South, LLC (7257, HH Opco North, LLC (f/k/a Haggen Opco North, LLC (5028, HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC (7687, and HH Legacy, Inc. (f/k/a Haggen, Inc. (4583. The mailing address for each of the Debtors is 26895 Aliso Creek Road, Suite B-1003, Aliso Viejo, California 92656.
Case 15-11874-KG Doc 3518 Filed 04/04/18 Page 2 of 3 the proposed form order attached hereto as Exhibit A (the Proposed Order. As more fully set forth in the Stipulation, the Stipulation provides for the lifting of the Automatic Stay on a limited basis to allow the Movant to (i proceed with the Action for the sole purpose of determining the liability, if any, of the defendants therein, and/or liquidating any claims in favor of the Movant on account of the claims asserted against the defendants in the Action and (ii seek recovery on account of any such claims or damages solely and exclusively from the Debtors available insurance coverage, if any. Modifying the stay as set forth in the Stipulation is justified as it will eliminate the need for motion practice, thereby minimizing the diminution of assets of the estate and furthering the interests of judicial efficiency. In addition, the Debtors provided the Proposed Order and the Stipulation to the Official Committee of Unsecured Creditors for its review, and the Committee has indicated it does not object to the entry of the Proposed Order. Finally, the Parties have consented to the Court s entry of the Proposed Order approving the Stipulation, and the Debtors submit that the Stipulation and Proposed Order are appropriate and consistent with the Parties agreement. Accordingly, the Debtors respectfully request that the Proposed Order be entered at the Court s earliest convenience without further notice or a hearing. 2
Case 15-11874-KG Doc 3518 Filed 04/04/18 Page 3 of 3 Dated: April 4, 2018 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Ian J. Bambrick Matthew B. Lunn (No. 4119 Robert F. Poppiti, Jr. (No. 5052 Ian J. Bambrick (No. 5455 Shane M. Reil (No. 6195 Rodney Square, 1000 North King Street Wilmington, Delaware 19801 Telephone: (302 571-6600 Facsimile: (302 571-1256 -and- STROOCK & STROOCK & LAVAN LLP Frank A. Merola Sayan Bhattacharyya 180 Maiden Lane New York, New York 10038 Telephone: (212 806-5400 Facsimile: (212 806-6006 COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION 3
Case 15-11874-KG Doc 3518-1 Filed 04/04/18 Page 1 of 9 Exhibit A Proposed Order 4
Case 15-11874-KG Doc 3518-1 Filed 04/04/18 Page 2 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 HH Liquidation, LLC, et al., 1 Case No. 15-11874 (KG Debtors. (Jointly Administered Re: Docket No. ORDER APPROVING STIPULATION GRANTING VICKI GOULD LIMITED RELIEF FROM THE AUTOMATIC STAY Upon consideration of that certain Stipulation Granting Vicki Gould Limited Relief from the Automatic Stay, a copy of which is annexed hereto as Exhibit 1 (the Stipulation, 2 and the related certification of counsel (the Certification of Counsel submitted by counsel for the above-captioned debtors and debtors in possession (collectively, the Debtors ; and due and proper notice of the relief provided for herein having been given under the circumstances; and it appearing that no other or further notice of the relief provided for herein is required; and it appearing that this Court has jurisdiction to consider the Stipulation and the Certification of Counsel and enter this Order pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157(b(2; and it appearing that venue of this proceeding and the relief provided for herein is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief provided for 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC (7558, HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC (6341, HH Opco South, LLC (f/k/a Haggen Opco South, LLC (7257, HH Opco North, LLC (f/k/a Haggen Opco North, LLC (5028, HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC (7687, and HH Legacy, Inc. (f/k/a Haggen, Inc. (4583. The mailing address for each of the Debtors is 26895 Aliso Creek Road, Suite B-1003, Aliso Viejo, California 92656. 2 Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Stipulation.
Case 15-11874-KG Doc 3518-1 Filed 04/04/18 Page 3 of 9 herein is in the best interests of the Debtors, their estates, and creditors and an appropriate exercise of the Debtors business judgment; and good and sufficient cause appearing therefor under the circumstances; it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Stipulation is hereby approved in all respects and incorporated as if fully set forth herein. 2. The Automatic Stay shall be modified for the sole and exclusive purposes of (i permitting the Action to continue to final judgment or settlement and (ii permitting the Movant to recover and collect on account of such final judgment or settlement solely from any Insurance Proceeds; provided, however, that neither the Debtors nor their estates shall have any obligation to satisfy any amounts due and owing under any of the Debtors insurance policies in connection therewith, including any deductible, self-insured retention or similar amount. 3. The Parties are authorized to take any action necessary or appropriate to implement the terms of this Order without further order from this Court. 4. This Court shall retain jurisdiction over any and all matters arising from or related to the implementation or interpretation of the Stipulation or this Order. Dated: April, 2018 Wilmington, Delaware The Honorable Kevin Gross United States Bankruptcy Judge 2
Case 15-11874-KG Doc 3518-1 Filed 04/04/18 Page 4 of 9 Exhibit 1 Stipulation 3
Case 15-11874-KG Doc 3518-1 Filed 04/04/18 Page 5 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 HH Liquidation, LLC, et al., 1 Case No. 15-11874 (KG Debtors. (Jointly Administered STIPULATION GRANTING VICKI GOULD LIMITED RELIEF FROM THE AUTOMATIC STAY The above-captioned affiliated debtors and debtors in possession (collectively, the Debtors in these chapter 11 cases and Vicki Gould (the Movant and, together with the Debtors, the Parties hereby stipulate and agree to the following (the Stipulation. RECITALS WHEREAS, on September 8, 2015, each of the Debtors commenced a voluntary case under chapter 11 of title 11 of the United States Code (the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the Court ; WHEREAS, on December 20, 2017, the Movant, by and through her counsel, filed a complaint against, inter alia, the Debtors, captioned Gould v. Total Cleaning Solutions Inc., et al., Case No. 17-2-32862-6 KNT, in the Superior Court of the State of Washington in and for the County of King, which complaint was amended on February 12, 2018 (the Action ; WHEREAS, the Action is subject to the automatic stay pursuant to section 362(a of the Bankruptcy Code (the Automatic Stay ; 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC (7558, HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC (6341, HH Opco South, LLC (f/k/a Haggen Opco South, LLC (7257, HH Opco North, LLC (f/k/a Haggen Opco North, LLC (5028, HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC (7687, and HH Legacy, Inc. (f/k/a Haggen, Inc. (4583. The mailing address for each of the Debtors is 26895 Aliso Creek Road, Suite B-1003, Aliso Viejo, California 92656.
Case 15-11874-KG Doc 3518-1 Filed 04/04/18 Page 6 of 9 WHEREAS, after good-faith discussions, the Parties have agreed to the terms of the Stipulation set forth below, whereby the Automatic Stay shall be lifted on the limited basis set forth herein to allow the Movant to (i proceed with the Action for the sole purpose of determining the liability, if any, of the defendants therein, and/or liquidating any claims in favor of the Movant on account of the claims asserted against the defendants in the Action and (ii seek recovery on account of any such claims or damages solely and exclusively from the Debtors available insurance coverage, if any, all strictly on the terms and conditions set forth herein. NOW, THEREFORE, the Parties hereby agree and stipulate as follows: 1. The Automatic Stay shall be modified for the sole and exclusive purposes of (i permitting the Action to continue to final judgment or settlement and (ii permitting the Movant to recover and collect on account of such final judgment or settlement solely from any available insurance proceeds or coverage available from any insurer of the Debtors (the Insurance Proceeds ; provided, however, that neither the Debtors nor their estates shall have any obligation to satisfy any amounts due and owing under any of the Debtors insurance policies in connection therewith, including any deductible, self-insured retention or similar amount; provided, further, that the Debtors do not hereby represent, warrant, or make any assurance of any kind regarding the availability of any such insurance coverage or Insurance Proceeds, nor have the Debtors made any representations or assurances regarding any such insurance coverage or Insurance Proceeds in connection with this Stipulation. 2. It is expressly understood by the Movant that (i the Automatic Stay is hereby modified solely with respect to the specific claim of the Movant identified herein and (ii the Movant may seek satisfaction of the claim only as set forth herein, and that in no event will the 2
Case 15-11874-KG Doc 3518-1 Filed 04/04/18 Page 7 of 9 Debtors or their estates be liable to the Movant in any way whatsoever in connection with such claim. 3. If the Movant obtains a judgment or settlement against the Debtors in connection with the Action, the Movant is authorized to pursue collection of such judgment or settlement from any Insurance Proceeds only and the Movant shall take no action to execute on, or otherwise attempt to collect, and hereby waive all rights against, any property or assets of the Debtors or their estates, except for available Insurance Proceeds, if any, provided, however, that any judgment or settlement shall be reduced by the amount of any applicable unpaid deductible or self-insured retention under the applicable insurance policy. 4. The Movant hereby expressly agrees to forego any and all rights to participate in a recovery from the assets of, or distributions from, the Debtors estates, and to the extent that the Movant establishes a claim against the estates in the Action, the Movant agrees to limit any recovery exclusively to available Insurance Proceeds, if any. In accordance with the foregoing, the Movant hereby agrees that upon Court approval of this Stipulation, any proof(s of claim arising from or in any way related to the Action filed by the Movant in these chapter 11 cases shall be withdrawn with prejudice, and the Movant waives the right to assert any and all claims that were or could have been asserted in these chapter 11 cases arising from or in any way related to the Action. 5. Nothing herein is intended or shall be deemed to be a stipulation, agreement, warranty or admission by the Debtors that: (i the Debtors are liable to the Movant for any amounts at all; or (ii any causes of action, claims or damages alleged in the Action are covered in whole, in part, or at all, under any of the Debtors insurance policies. 3
Case 15-11874-KG Doc 3518-1 Filed 04/04/18 Page 8 of 9 6. Nothing herein is intended or shall be deemed to create a duty or obligation on the part of the Debtors to defend against any claims asserted in the Action or to incur any costs in connection therewith. 7. The Movant represents and warrants that she has not sold, assigned, pledged, or otherwise transferred any claim, or any part thereof, she may have related to or arising from the Action. 8. The terms and conditions of this Stipulation shall be effective and enforceable only upon approval of the Stipulation by the Court. If the Court does not approve this Stipulation, it shall be null and void. 9. The Parties represent and warrant to each other that the signatories to this Stipulation have full power and authority to enter into this Stipulation. Each Party shall bear its own attorneys fees and costs with respect to the execution and delivery of this Stipulation. 10. This Stipulation constitutes the entire agreement and understanding between the Parties and no Party has made any promises to or agreements with any other party other than those contained in this Stipulation. This Stipulation may not be modified other than by a signed writing executed by each of the Parties hereto or by an order of the Court. 11. Any ambiguities in this Stipulation are not to be construed against either Party solely due to the identity of the drafter. 12. This Stipulation is governed by and shall be construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. This Stipulation may be executed and delivered by electronic signature and/or may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 4
Case 15-11874-KG Doc 3518-1 Filed 04/04/18 Page 9 of 9 STIPULATED AND AGREED THIS 4TH DAY OF APRIL 2018 YOUNG CONAWAY STARGATT & TAYLOR, LLP WIENER & LAMBKA, P.S. /s/ Ian J. Bambrick /s/ Pete Balzarini Matthew B. Lunn (No. 4119 James Lambka Robert F. Poppiti, Jr. (No. 5052 Pete Balzarini Ian J. Bambrick (No. 5455 555 South Renton Village Place Shane M. Reil (No. 6195 Renton, Washington 98057 Rodney Square, 1000 North King Street Telephone: (425-271-8900 Wilmington, Delaware 19801 Facsimile: (425-228-8493 Telephone: (302 571-6600 Facsimile: (302 571-1256 Counsel for the Movant -and- STROOCK & STROOCK & LAVAN LLP Frank A. Merola Sayan Bhattacharyya 180 Maiden Lane New York, New York 10038 Telephone: (212 806-5400 Facsimile: (212 806-6006 Counsel to the Debtors and Debtors in Possession