Attached files
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| 8-K - FORM 8-K - Swisher Hygiene Inc. | swsh_8k.htm |
Exhibit 99.1
SWISHER HYGIENE INC.
ANNOUNCES COURT APPROVED SETTLEMENT OF FINAL CLAIM
REMOVING LAST OBSTACLE TO COMPANY’S FINAL LIQUIDATION AND
STOCKHOLDER DISTRIBUTION
FORT
LAUDERDALE, FL – August 12, 2021—Swisher Hygiene Inc.
(the “Company” or “Swisher”) today
announced that it has settled the last remaining claim against the
Company now permitting the Company to proceed with its final
dissolution and liquidation.
On
August 6, 2021, the Court of Chancery of the State of Delaware (the
“Delaware Court”) approved a settlement agreement dated
August 3, 2021 (the “Settlement Agreement”), between
Swisher Hygiene Inc., a Delaware corporation in dissolution, and
Honeycrest Holdings, Ltd. and its affiliates (collectively,
“Honeycrest”). The Settlement Agreement settles all
claims, demands and causes of action of any kind or nature
whatsoever, whether known or unknown, that Honeycrest has made or
could have made previously, now, or hereafter against the Company,
its stockholders, or its affiliates, arising from a 1990 license
agreement entered into between Honeycrest and two frozen desert
licensors that were subsequently acquired as a subsidiary by
Coolbrands International Inc., Swisher’s
predecessor.
The
Settlement Agreement resolves over 23 years of litigation
represented by three New York cases, Honeycrest Holdings, Ltd. v. Integrated
Brands, Inc., New York Supreme Court, Queens County (Index
No. 5204/1998) (”Honeycrest I”); Honeycrest Holdings, Ltd. v. Swisher Hygiene
Inc., et al., New York Supreme Court, Queens County
(Index No. 29666/01, renumbered as an e-filed case under Index No.
705039/2020) (“Honeycrest II”); and Honeycrest Holdings, Ltd. v. Swisher Hygiene
Inc., Integrated Brands, Inc., 7624026 Canada Inc., and John and
Jane Does #1 through #99, New York Supreme Court, Queens
County (Index No. 706482/2017) (“Honeycrest III”). The
Settlement Agreement also terminates all appeals, including
Honeycrest’s 2018 appeal of the dismissal of the Honeycrest
III complaint, and Honeycrest’s 2021 appeal of the denial of
Honeycrest’s motion to strike Swisher’s Answer and
Counterclaim in Honeycrest II, both of which were pending at the
time of the Settlement Agreement.
The
Settlement Agreement includes a payment by Swisher to Honeycrest of
$5.3 million, and removes the final obstacle to the Company’s
dissolution and final liquidation.
As
previously reported, in June 2020 the Delaware Court permitted the
Company to make a $10 million interim distribution to the
Company’s stockholders. At that time, however, the Delaware
Court ordered the Company to establish a reserve (the
“Reserve”) of $6.9 million for the Honeycrest claim. In
March 2021, the Delaware Court denied the Company’s request
for a second interim distribution to stockholders of $5 million. In
May 2021, the Delaware Court denied the Company’s request to
utilize a portion of the Reserve for defense costs associated with
the Honeycrest claim. With this background, and given the 23-year
history of the Honeycrest litigation extensively discussed in prior
Company filings, we believe a resolution of this dispute by any
means other than a settlement agreement was highly unlikely in the
foreseeable future. Moreover, the cost of prolonged litigation and
unrelated administrative, legal and accounting costs would have
continued to deplete the Company’s remaining assets,
threatening any further distribution to the Company’
stockholders. Accordingly, the Company, seeking to bring this
matter to a close on the best available terms for its stockholders,
entered into the Settlement Agreement.
The
Company intends to make its final payment to vendors and creditors
on or before August 31, 2021, after which the Company, with the
approval of the Delaware Court, will make a final distribution to
the Company’s stockholders. The amount and timing of this
final distribution has not yet been finalized, but once approved by
the Delaware Court, the Company will announce the timing and terms
of the final distribution to stockholders through a public release,
and the filing of a Form 8-k with the Securities and Exchange
Commission.
Cautionary Statement on Forward-Looking Information
All
statements other than statements of historical fact contained in
this press release constitute "forward-looking information" or
"forward-looking statements" within the meaning of the U.S. federal
securities laws and the Securities Act (Ontario) and are based on
the expectations, estimates and projections of management as of the
date of this press release unless otherwise stated. All statements
other than historical facts are, or may be, deemed to be forward
looking statements. The words "plans," "expects," "is expected,"
"scheduled," "estimates," or "believes," or similar words or
variations of such words and phrases or statements that certain
actions, events or results "may," "could," "would," "might," or
"will be taken," "occur," and similar expressions identify
forward-looking statements.
Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Company as of
the date of such statements, are inherently subject to significant
business, economic and competitive uncertainties and
contingencies. All of these assumptions have been
derived from information currently available to the Company
including information obtained by the Company from third-party
sources. These assumptions may prove to be incorrect in whole or in
part. All of the forward-looking statements made in this
press release are qualified by the above cautionary statements. The
forward-looking information set forth in this press release is
subject to various assumptions, risks, uncertainties and other
factors that are difficult to predict and which could cause actual
results to differ materially from those expressed or implied in the
forward-looking information. The Company disclaims any intention or
obligation to update or revise any forward-looking statements to
reflect subsequent events and circumstances, except to the extent
required by applicable law.
About Swisher Hygiene Inc.
Swisher
Hygiene Inc. closed on the sale of its U.S. operations on November
2, 2015 and since then has had no remaining operating assets. On
Friday, May 27, 2016 (the “Final Record Date”), the
Company filed a Certificate of Dissolution. Pursuant to the Plan of
Dissolution, and under Delaware law, the dissolution of the Company
was effective as of 6:00 p.m. Eastern Time on the Final Record
Date. Under Delaware law, the dissolved corporation is continued
for three (3) years from the date on which the Certificate of
Dissolution was filed, unless extended by direction of the Court of
Chancery, to enable the Company’s directors to wind up the
affairs of the corporation, including the discharge of the
Company’s liabilities and to distribute to the stockholders
any remaining assets. The Court of Chancery has extended the
Company’s corporate existence several times, most recently
through December 31, 2021.
For Further Information, Please Contact:
Swisher
Hygiene Inc.
Investor Contact:
Garrett
Edson, ICR
Phone:
(203) 682-8331