Case No. 01-41593-293United States Bankruptcy Court, E.D. Missouri
March 25, 2003
ORDER APPROVING SETTLEMENT AND COMPROMISE OF CLAIMS OF DOW JONES COMPANY. INC.
DAVID McDONALD, Chief Judge, Bankruptcy
This matter having come on to be heard on the motion of Scott Peltz, the Chapter 11 Plan Administrator (the “Plan Administrator”) for the estate of BIS Administration, Inc. and certain of its subsidiaries (collectively, the “Debtors”) for the entry of an order approving a settlement and compromise between Dow Jones Company, Inc. (“Dow Jones”) and the Debtors concerning Dow Jones’ proofs of claim, and claims for payment of certain administrative priority expenses under Sections 503 and 507 of the Bankruptcy Code, all as more particularly set forth herein, notice having been served on parties in interest, no objections having been filed or otherwise raised, and the Court being advised in the premises,
IT IS HEREBY ORDERED THAT:
1. The Debtors’ settlement with Dow Jones, as set forth on the attached Exhibit A, (the “Settlement”) is approved, and all of its terms are incorporated herein by this reference.
2. Without limiting the foregoing, pursuant to the Settlement, Dow Jones’ proofs of claim, and claims for payment of administrative priority expenses under sections 503 and 507 of the Bankruptcy Code, are withdrawn and Dow Jones shall cause payment to be made to Debtors in the amount of Two Hundred and Thirty Thousand Dollars ($230,000.00) by the first business day following entry of this Order as final, no longer subject to appeal or certiorari proceeding and as to which no appeal or certiorari proceeding is bending.
3. The Plan Administrator is hereby authorized to execute any and all documents and to take any and all actions necessary to effectuate the terms of the Settlement.
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SETTLEMENT AGREEMENT
This Settlement Agreement (“Agreement”) is made as of this 21st day of March, 2002 by and among BIS Administration, Inc. (f/k/a Bridge Information Systems, Inc.) (“BIS”), BDC Administration, Inc. (f/k/a Bridge Data Company) (“BDC”), BIS America Administration, Inc. (f/k/a Bridge Information Systems America, Inc.) (“BISA”), TLR Administration, Inc. (f/k/a Telerate, Inc.) (“TLR”), TI Administration, Inc. (f/k/a Telerate International, Inc.) (“TIA”), TLR Holdings Administration, Inc. (f/k/a Telerate Holdings, Inc.) (“TLRH”), all other affiliates of BIS (with BIS acting as their agent and attorney-in-fact), and Dow Jones Company, Inc. (“Dow Jones”).
WHEREAS, on March 17, 1998, Dow Jones and BIS entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) related to the sale of all of the shares of Dow Jones Market Holdings (“DJMH”), which sale closed on or about May 29. 1998, and
WHEREAS, on February 15, 2001, BIS and certain of its subsidiaries (collectively with BIS, the “Debtors”) filed separate petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Missouri, Eastern Division (the “Bankruptcy Court”); and
WHEREAS, on June 28, 2001, Dow Jones timely and duly filed proofs of claim against BIS and certain of the other Debtors (as subsequently amended, the “Proofs of Claim”) asserting various claims; and
WHEREAS, the Debtors and non-Debtor affiliates have asserted various claims against Dow Jones arising from the sale of DJMH to BIS and the subsequent relationship between Dow Jones and the Debtors and the non-Debtor affiliates; and
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WHEREAS, the undersigned parties desire to resolve the claims described below without any admission of fault or liability as to any party, in order to avoid the uncertainty, trouble and expense of further litigation.
NOW, THEREFORE, in consideration of the promises, undertakings, payments and releases contained herein, the sufficiency of which consideration is hereby acknowledged, the undersigned parties agree to the following:
Payment by Dow Jones
1. Upon the Approval Date (as defined in paragraph 14 below), or as soon as practicable thereafter, Dow Jones shall (a) pay the sum of Two Hundred and Thirty Thousand Dollars ($230,000.00) to BIS and (b) assign to Bridge Holdings (U.K.), Inc. all rights, title, and interest that Dow Jones may have in that certain tax refund claim from the United Kingdom Inland Revenue Service.
Release of the Debtors
2. Upon the Approval Date, Dow Jones, for itself, its successors and assigns (“Dow Jones Releasors”), hereby releases and discharges, the Debtors, their estates, predecessors, successors, assigns, agents, subrogees, officers, directors, shareholders, employees and attorneys, from any and all claims, actions, causes of action, suits, proceedings, debts, demands, damages, judgments, and obligations whatsoever, in law or equity, fixed or contingent, liquidated or unliquidated (“Claims”) that the Dow Jones Releasors ever had, now have or ever will have against the Bridge Releasors (as defined in paragraph 4 below), for or upon, or by reason of any matter or cause whatsoever, from the beginning of time until the Approval Date, including without limitation, those arising out of or relating to (a) the aggregate claims of Dow Jones against the Debtors (in the amount of approximately $571,000.00) which Dow Jones
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asserts would otherwise be entitled to priority as an administrative expense pursuant to sections 503 and 507 of the Bankruptcy Code and (b) all the claims set forth in set forth in the Proofs of Claim (totaling approximately $37 million). Notwithstanding the foregoing, (x) claims arising out of or relating to any breach of this Stipulation and (y) Future Goods and Services Claims (as defined in paragraph 12 below) shall remain in full force and effect.
Assignment and/or Purchase of Claims
3. Upon the Approval Date, BIS shall be deemed to have taken an assignment of, and/or purchased, any and all outstanding accounts payable due and owing by Dow Jones to any and all of the Debtors’ affiliates worldwide as of the Approval Date (including, but not limited to, the entities listed on the attached Exhibit A). BIS represents, warrants, and covenants) that prior to the Approval Date it will have obtained all necessary documents in order to effect such assignment and/or purchase, and will provide to Dow Jones prior to the Approval Date documents that, in the opinion of Dow Jones, reasonably demonstrate the validity of such assignment and/or purchase. In the event that such documents are not provided, Dow Jones may (at its option in its sole discretion) (x) reduce the amount paid pursuant to paragraph 1 above in an amount equal to the amounts not properly documented or (y) terminate this agreement thereby rendering it null and void and returning the parties and their various claims to the status that existed prior to the date hereof.
Release of Dow Jones
4. Effective immediately after the assignment and/or purchase as provided in paragraph 3 above, the Debtors for themselves, their estates, their predecessors, affiliates, successors and assigns (“Bridge Releasors”), hereby release and discharge, Dow Jones, its predecessors, successors, assigns, agents, subrogees, officers,
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directors, shareholders, employees and attorneys, from any and all claims, actions, causes of action, suits, proceedings, debts, demands, damages, judgments, and obligations whatsoever, in law or equity, fixed or contingent, liquidated or unliquidated (“Claims”) that the Bridge Releasors ever had, now have or will ever have against the Dow Jones Releasors, for or upon, or by reason of any matter or cause whatsoever, from the beginning of time until the Approval Date, including, without limitation, (i) all Claims against arising under or relating to the Stock Purchase Agreement, (ii) all Claims against Dow Jones of any of the entities, or their affiliates, listed on the attached Exhibit A; and (iii) the Waived Fees (defined in paragraph 5 below). Notwithstanding the foregoing, (x) claims arising out of or relating to any breach of this Stipulation and (y) Future Goods and Services Claims (as defined in paragraph 12 below) shall remain in full force and effect.
Representations and Acknowledgments
5. The Debtors represent, warrant, and covenant — and the Bankruptcy Court, by approving this Agreement so finds — that, subject to paragraph 6 below, the Debtors have not transferred any of their right, title or interest to or in any fees, accounts payable or other amounts (collectively “Waived Fees”) owed by Dow Jones or any of its affiliates to any other person or entity (including but not limited to Reuters America, Inc. and Reuters S.A.) for products or services provided prior to the Approval Date, except with regard to amounts owed by Dow Jones to the Debtors in connection with Bridge terminals, in which case the relevant date shall be September 28, 2001. The Waived Fees are included in the items released by Debtors in paragraph 4 above.
6. The Debtors represent, warrant, and covenant — and the Bankruptcy Court, by approving this Agreement so finds — that the Debtors have obtained a release from the Post-Petition Lenders (as defined in the Debtors’ Second Amended Joint Plan of
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Liquidation) with respect to any right, title or interest by a Post-Petition Lender to or in any Waived Fees.
7. Each of the persons executing this Agreement on behalf of the respective parties represents and warrants that he or she is authorized to sign this Agreement on behalf of such party, and has full power and authority to bind such party to each and every provisions of this Agreement.
8. Dow Jones will make reasonable efforts to respond to requests for assistance from BIS regarding claims for tax refunds that BIS or its affiliates may make relating to DJMH or its subsidiaries during the time DJMH was owned by Dow Jones.
Interpretation and Enforcement
9. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns, if any, and each party may enforce the provisions hereof against any or all of the other parties hereto.
10. This Agreement constitutes the entire agreement and understanding between and among the undersigned parties concerning the matters set forth herein. This Agreement may not be amended or modified except by another written instrument signed by the party or parties to be bound thereby, or by their respective authorized agent(s) or representative(s).
11. Nothing in this agreement constitutes an admission or representation by any party that any of the claims Asserted against or by it are valid or enforceable, in whole or in part.
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12. Notwithstanding any other provision of this Agreement, the parties do not intend to release any contracts or other claims relating to goods or services provided after the Approval Date (i) by Dow Jones or its affiliates to the affiliates of the Debtors (not including the Debtors themselves) or (ii) by affiliates of the Debtors (not including the Debtors themselves) to Dow Jones or its affiliates (collectively, the “Future Goods and Services Claims”).
Bankruptcy Court Approval
13. As soon as practicable following the execution of this Agreement, the Debtors shall seek the Bankruptcy Court’s approval of this Agreement as a compromise and settlement of claims pursuant to Bankruptcy Rules 9019 and 2002. This Agreement, and the compromises, settlements and releases contained herein, are subject to and conditioned upon the occurrence of the Approval Date.
14. This Agreement (including, but not limited to, the releases set forth in paragraphs 2 and 4 above) shall not become effective until the first business day (the “Approval Date”) following the day (i) the Agreement has been authorized and approved by order of the Bankruptcy Court and (ii) such order of the Bankruptcy Court is final, no longer subject to appeal or certiorari proceeding and as to which no appeal or certiorari proceeding is pending. Unless and until such order is entered and is final, this Agreement (including, but not limited to, the releases set forth in paragraphs 2 and 4 above) shall be null and void and of no force and effect, and shall be without prejudice to the parties hereto. Such authorization and approval by the Bankruptcy Court pursuant to a final order shall constitute the granting of appropriate authority and a direction to the parties hereto to take all actions and execute all documents as may be necessary to implement the terms hereof.
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Miscellaneous
15. This Agreement may be executed in counterparts each of which shall have the effect of a fully executed copy when combined with the signature pages of each of the signatories hereto.
16. All words or terms used in this Agreement, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to executed by their duly authorized representatives.
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[EDITORS’ NOTE: THIS PAGE CONTAINED ATTORNEYS.]Page 9
[EDITORS’ NOTE: THIS PAGE CONTAINED ATTORNEYS.]Page 10
EXHIBIT A
1. Bridge Information Services (Singapore) Pte Ltd.
2. Bridge Information Systems (HK) Ltd.
3. Bridge Information Systems S.A.R.L.
4. Bridge Telerate Limited
5. Telerate (Asia Pacific) Singapore Pte Ltd.
6. Telerate (Asia-Pacific) Pte Ltd.
7. Telerate (Australia) Pty Ltd.
8. Telerate (Malaysia) Sdn Bhd
9. Telerate (Singapore) Pte Ltd.
10. Telerate a BRIDGE Company (Dubai, U.A.E.)
11. Telerate Groupe Fininfo (France)
12. Telerate Italia
13. Telerate Limited
14. Telerate Magyarorszag Szolgaltato Kft (Hungary)
15. Telerate Netherlands BV
16. Telerate Switzerland AG
17. Telerate Switzerland AG
18. Telerate Systems, Inc. (US entity)
19. TL Estate Limited (f/k/a, Telerate Limited) (UK entity)