VidAngel Bankruptcy Order

Case 17-29073 Doc 861 Filed 09/04/20 Entered 09/04/20 13:33:21 Desc Main
Document Page 1 of 48
This order is SIGNED.
Dated: September 4, 2020
Order Prepared and Submitted by:

George Hofmann (10005)
Matthew M. Boley (8536)
Jeffrey Trousdale (14814)
Caitlin McKelvie (16511)
Cohne Kinghorn, P.C.
111 East Broadway, 11th Floor
Salt Lake City, Utah 84111
Telephone: (801) 363-4300
Attorneys for George Hofmann, Chapter 11 Trustee
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
In re: Bankruptcy No. 17-29073 (KRA)
VIDANGEL, INC., Chapter 11
Debtor.
ORDER APPROVING SETTLEMENT AGREEMENT BETWEEN VIDANGEL,

STUDIOS, AND HARMONS
This matter is before the Court upon the Trustee’s Motion for Entry of Order
Approving Settlement Agreement with Studios and Harmons [Docket No. 840] (the
“Motion”) filed by George Hofmann, in his capacity as Chapter 11 Trustee (the

“Trustee”) of the bankruptcy estate of VidAngel, Inc. (the “Debtor”), requesting approval
of the Settlement Agreement attached as Exhibit 1 (the “Agreement”).
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The Agreement memorializes the Trustee’s agreement with Disney Enterprises,
Inc., Lucasfilm Ltd. LLC, Twentieth Century Fox Film Corporation, Warner Bros.
Entertainment Inc., MVL Film Finance, LLC, New Line Productions, Inc., and Turner
Entertainment Co. (collectively, the “Studios”), and Neal Harmon and Jeffrey Harmon
(collectively, the “Harmons,” and together with the Trustee and the Studios, the “Settling
Parties”), resolving certain disputed between the Settling Parties and setting forth a
proposed Joint Plan of Reorganization, proposed by the Trustee and the Studios (the
“Joint Plan”).
After reviewing the Agreement, the Motion, the Joint Plan, and such other
matters of record as the Court deemed appropriate, considering the absence of any
timely filed objection to the Motion, based upon the uncontroverted facts established by
the Motion and other matters of record, and after considering such other and further
matters as the Court deemed appropriate, the Court hereby
FINDS AND CONCLUDES as follows:
A. the Court has jurisdiction pursuant to 28 U.S.C. §§ 157 and 1334;
B. the Motion presents a core proceeding pursuant to 28 U.S.C. § 157(b);
C. venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and
1409;
D. notice of the Motion, and of the opportunity for hearing thereon, was sent
to parties in interest, [see Docket Nos. 843, 844 and 851], and such notice was
adequate and proper within the meaning of 11 U.S.C. § 102(1);
E. the time for the filing of an objection or response to the Motion has
passed, and no creditor or other party-in-interest has filed an objection or other
response;
F. in light of the absence of any timely objection or response, the Court may
and does accept as true all of the facts as stated in the Motion;
{00513027.DOCX /} 2
G. the Trustee has exercised reasonable business judgment in negotiating
the Agreement and agreeing to the terms thereof, including but not limited to the terms
of the Joint Plan and its related documents;
H. the terms specified in the Agreement are fair, equitable and in the best
interest of the Estate;
I. in determining that the terms of the Agreement are fair, equitable and in
the best interests of the Estate and creditors, the Court has weighed and considered the
factors described in Kopp v. All American Life Ins. Co. (In re Kopexa Realty Venture
Co.), 213 B.R. 1020, 1022 (10th Cir. B.A.P. 1997), including (i) the probability of
success, (ii) the complexity of the legal and factual disputes and the potential expense
of pursuing a non-consensual resolution, and (iii) the best interests of creditors;
J. the legal and factual bases set forth in the Motion establish good cause for
the relief granted herein; and
K. the Motion is well taken and should be granted.
WHEREFORE, based upon the Motion, the foregoing findings and conclusions
and other matters of record, and good cause appearing, it hereby is
ORDERED that:
1. the Motion shall be, and hereby is, GRANTED;
2. the AGREEMENT shall be, and hereby is, APPROVED and
AUTHORIZED in its entirety;
3. pursuant to Bankruptcy Code § 1127 and Federal Rule of Bankruptcy
Procedure 3019, the Trustee shall be, and hereby is, authorized to modify the Trustee’s
Plan as provided under the Agreement, and such Modification may be made without
further notice to creditors or parties-in-interest;
4. the parties to the Agreement are authorized and directed to implement
and effectuate the terms and provisions of the Agreement and the transactions
{00513027.DOCX /} 3
contemplated thereunder, pursuant to Bankruptcy Code §§ 1127, and Federal Rules of
Bankruptcy Procedure 3019 and 9019; and
5. except as otherwise provided in the Agreement and the Joint Plan, this
Court hereby retains exclusive jurisdiction to hear, determine and adjudicate any
disputes which may arise regarding the enforcement of this Order and implementation
of the Agreement.
---------------------------------------------- END OF ORDER --------------------------------------------
{00513027.DOCX /} 4

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Case 17-29073 Doc 861 Filed 09/04/20 Entered 09/04/20 13:33:21 Desc Main

Dated: September 4, 2020

Order Prepared and Submitted by:

Attorneys for George Hofmann, Chapter 11 Trustee

IN THE UNITED STATES BANKRUPTCY COURT

In re: Bankruptcy No. 17-29073 (KRA)

VIDANGEL, INC., Chapter 11

ORDER APPROVING SETTLEMENT AGREEMENT BETWEEN VIDANGEL,

“Motion”) filed by George Hofmann, in his capacity as Chapter 11 Trustee (the

of the Settlement Agreement attached as Exhibit 1 (the “Agreement”).

The Agreement memorializes the Trustee’s agreement with Disney Enterprises,

matters as the Court deemed appropriate, the Court hereby

FINDS AND CONCLUDES as follows:

A. the Court has jurisdiction pursuant to 28 U.S.C. §§ 157 and 1334;

B. the Motion presents a core proceeding pursuant to 28 U.S.C. § 157(b);

C. venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and

adequate and proper within the meaning of 11 U.S.C. § 102(1);

passed, and no creditor or other party-in-interest has filed an objection or other

G. the Trustee has exercised reasonable business judgment in negotiating

of the Joint Plan and its related documents;

interest of the Estate;

of pursuing a non-consensual resolution, and (iii) the best interests of creditors;

the relief granted herein; and

K. the Motion is well taken and should be granted.

and other matters of record, and good cause appearing, it hereby is

1. the Motion shall be, and hereby is, GRANTED;

2. the AGREEMENT shall be, and hereby is, APPROVED and

AUTHORIZED in its entirety;

3. pursuant to Bankruptcy Code § 1127 and Federal Rule of Bankruptcy

further notice to creditors or parties-in-interest;

4. the parties to the Agreement are authorized and directed to implement

contemplated thereunder, pursuant to Bankruptcy Code §§ 1127, and Federal Rules of

Bankruptcy Procedure 3019 and 9019; and

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