Attached files
file | filename |
---|---|
EX-32.3 - EX-32.3 - ILG, LLC | a2225582zex-32_3.htm |
EX-10.1 - EX-10.1 - ILG, LLC | a2225582zex-10_1.htm |
EX-32.1 - EX-32.1 - ILG, LLC | a2225582zex-32_1.htm |
EX-31.3 - EX-31.3 - ILG, LLC | a2225582zex-31_3.htm |
EX-31.1 - EX-31.1 - ILG, LLC | a2225582zex-31_1.htm |
EX-31.2 - EX-31.2 - ILG, LLC | a2225582zex-31_2.htm |
EX-32.2 - EX-32.2 - ILG, LLC | a2225582zex-32_2.htm |
10-Q - 10-Q - ILG, LLC | a2225582z10-q.htm |
Exhibit 99.1
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
DAVID SHAEV PROFIT SHARING ACCOUNT (for the benefit of David Shaev)
Plaintiff,
v.
INTERVAL LEISURE GROUP, INC., CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, GARY S. HOWARD, LEWIS J. KORMAN, THOMAS J. KUHN, JEANETTE E. MARBERT, THOMAS J. McINERNEY, THOMAS P. MURPHY, JR., AVY H. STEIN, and WELLS FARGO & COMPANY,
Defendants. |
|
) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) |
|
C.A. No. 10923-VCG |
STIPULATION AND
ORDER OF DISMISSAL
WHEREAS, on April 20, 2015, Plaintiff David Shaev Profit Sharing Account (for the benefit of David Shaev) filed this action against Defendants Interval Leisure Group, Inc. (Interval Leisure or the Company), Craig M. Nash, David Flowers, Victoria L. Freed, Gary S. Howard, Lewis J. Korman, Thomas J. Kuhn, Jeanette E. Marbert, Thomas J. Mcinerney, Thomas P. Murphy, Jr., and Avy H. Stein (collectively, the Director Defendants), and Wells Fargo & Company (Wells Fargo);
WHEREAS, the complaint in this action (Complaint) alleges that, in connection with the inclusion of what Plaintiff has termed a Dead Hand Proxy Put provision in the Companys Amended and Restated Credit Agreement, dated as of June 21, 2012 (the Credit Agreement), (i) the Director Defendants breached their fiduciary duties; and (ii) Wells Fargo, as administrative agent to the Credit Agreement, aided and abetted that alleged breach;
WHEREAS, the Complaint sought, among other things, a declaration from the Court that the Dead Hand Proxy Put provision was invalid, unenforceable, and severable from the Credit Agreement;
WHEREAS, on May 11, 2015, Interval Leisure notified Plaintiff that, on May 5, 2015, the requisite lenders approved an amendment deleting in its entirety clause (b) of the definition of Change of Control in Section 1.01 of the Credit Agreement (Credit Agreement Amendment);
WHEREAS, as a result of the Credit Agreement Amendment, Plaintiff and Defendants agree that the claims in the Complaint are moot;
WHEREAS, Defendants deny any and all allegations of Plaintiff that Defendants engaged in wrongdoing in any way, and Defendants state that they have agreed to settle Plaintiffs application for an award of attorneys fees and expenses due to the costs of defense of that application and litigation risk associated therewith;
WHEREAS, the Court has not passed on the amount of the fees payable to counsel for Plaintiff.
IT IS HEREBY STIPULATED AND AGREED, pursuant to Rules 23(e) and 41(a) of the Rules of the Court of Chancery, subject to the approval of the Court, that:
1. The Company shall file this Stipulation and Order of Dismissal (Order) as an attachment to the Companys next Form 10-Q following the entry of this Stipulation and Order of Dismissal. The filing by the Company of this Order as an attachment to a Form 10-Q constitutes adequate notice for purposes of Rule 23(e) (the Notice);
2. The Company shall file with the Court an affidavit that the Notice has been made (the Affidavit) in accordance with paragraph 1 above no later than five (5) calendar days after the Notice is publicly filed;
3. Upon the filing of the Affidavit: (i) the action will be dismissed with prejudice as to Plaintiff, and without prejudice to all other Interval Leisure stockholders; (ii) the Register in Chancery is directed to close this case on the docket; and (iii) the Court will no longer retain any jurisdiction over this action.
4. The Company shall pay to counsel for Plaintiff fees in the amount of $130,000 within five (5) calendar days of the date of the entry of the Order to an account designated by counsel for Plaintiff.
|
|
ROSENTHAL, MONHAIT & GODDESS, P.A. |
|
|
|
|
|
|
|
|
/s/ Jessica Zeldin |
OF COUNSEL: |
|
Jessica Zeldin (# 3558) |
|
|
919 Market Street, Suite 1401 |
Carl L. Stine |
|
P.O. Box 1070 |
WOLF POPPER LLP |
|
Wilmington, Delaware 19899-1070 |
Robert S. Plosky |
|
(302) 656-4433 |
845 Third Avenue |
|
Attorney for Plaintiff |
New York, NY 10022 |
|
|
(212) 759-4600 |
|
|
|
|
WILSON SONSINI GOODRICH & ROSATI, P.C. |
|
|
|
|
|
|
|
|
/s/ Brad D. Sorrels |
|
|
William B. Chandler, III (# 116) |
|
|
Tamika Montgomery-Reeves (# 5783) |
|
|
Brad D. Sorrels (# 5523) |
|
|
222 Delaware Avenue, Suite 800 |
|
|
Wilmington, Delaware 19801 |
|
|
(302) 304-7600 |
|
|
Attorneys for Defendants Interval Leisure Group, Inc., Craig M. Nash, David Flowers, Victoria L. Freed, Gary S. Howard, Lewis J. Korman, Thomas J. Kuhn, Jeanette E. Marbert, Thomas J. Mcinerney, Thomas P. Murphy, Jr., and Avy H. Stein |
|
|
POTTER ANDERSON & CORROON, LLP |
|
|
|
|
|
|
|
|
/s/ T. Brad Davey |
OF COUNSEL: |
|
T. Brad Davey (# 5094) |
|
|
Hercules Plaza, 6th Floor |
Charles W. Cox |
|
1313 N. Market Street |
ALSTON & BIRD LLP |
|
Wilmington, Delaware 19899 |
333 South Hope St., 16th Fl. |
|
(302)984-6000 |
Los Angeles, CA 90071 |
|
Attorneys for Defendant Wells Fargo & Company |
|
|
|
|
|
|
SO ORDERED this 28th day of July, 2015 | ||
|
|
|
|
|
|
|
|
/s/ Sam Glasscock III |
|
|
Vice Chancellor |