Item 1. Legal Proceedings
Item 1. Legal Proceedings
From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we do not expect that the resolution of these matters if they arise would materially affect our business, financial condition or results of operations, resolution will be subject to various uncertainties and could result in the expenditure of significant financial and managerial resources.
On May 20, 2013, the Company was named as a defendant in a complaint by the bankruptcy trustee of DSI Renal Holdings and related companies (“DSI”). The complaint alleges, among other things, that the Company participated in a “fraudulent conveyance” involving a restructuring and subsequent sale of DSI in 2010 and 2011 and aided and abetted a breach of fiduciary duty. The complaint seeks, jointly and severally from all defendants, (1) damages of approximately $425 million plus interest, of which the Company’s share would be approximately $41 million plus interest, and the return of 9,000 shares of common stock of DSI obtained by the Company in the restructuring and sale and (2) punitive damages. On May 6, 2014, District Court Judge Andrews transferred the case to the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to proceed as an adversary proceeding. On July 20, 2017, the Bankruptcy Court granted in part and denied in part the Company’s (and other defendants’) motion to dismiss the complaint.
Discovery concluded, and on April 30, 2019, defendants (including the Company) filed motions for partial summary judgment. On February 4, 2020, the Bankruptcy Court granted defendants’ summary judgment motion to cap exposure on fraudulent transfer claims at the amount of creditor claims in the estate; it denied as premature that motion with respect to common law claims. Defendants moved to reconsider that decision, which motion was denied. On March 30, 2020, the Bankruptcy Court granted two additional summary judgment motions relevant to the Company. With respect to the first motion, the court held that the trustee could not recover from defendants value that was never property of the debtor. With respect to the second motion, the Bankruptcy Court held that the trustee could not recover from defendants payments that were made on account of debt. On December 2, 2020, the Bankruptcy Court granted certain defendants’ motion for summary judgment on aiding and abetting breach of fiduciary duty, dismissing those claims against the Company. Claims of actual and constructive fraudulent transfer under the federal Bankruptcy Code and Delaware state law remained pending against the Company and its co‑defendants. The trustee appealed that decision, as well as other summary judgment decisions. On January 12, 2021, following a status conference, District Court Judge Andrews withdrew his reference of the adversary proceeding to the bankruptcy court and scheduled a trial in April 2022. Judge Andrews held that Defendants could brief the issues of whether (1) the claims adjudication process should precede trial, and (2) the trustee is entitled to a jury trial. Those issues were fully briefed, but were not decided.
On November 27, 2019, Healthclaim Recovery LLC ("Healthclaim") (an entity formed by the adversary proceeding defendants, including the Company) filed objections to two creditors' claims. On January 9, 2020, the two creditors whose claims Healthclaim objected to and the Trustee filed motions to stay the Court's consideration of Healthclaim's objections. On February 25, 2020, the Bankruptcy Court heard oral argument on the motions to stay and granted the creditors’ and Trustee’s motions and stayed consideration of Healthclaim’s objections. On June 21, 2021, following the settlement discussed below, Healthclaim withdrew its objections with prejudice. On September 15, 2021, Healthclaim was dissolved by unanimous written consent of its members.
Following a mediation on April 6-8, 2021, the parties executed a global settlement agreement on April 8, 2021 to settle all the claims in the litigation. On April 8, 2021, the parties notified the Bankruptcy Court and District Court that the parties had agreed to settle the claims in the litigation and that a settlement agreement would be submitted to the Bankruptcy Court for approval, and requested that the litigation in the adversary proceeding and related appeals pending in the District Court be held in abeyance pending that process. On April 13, 2021, the Trustee filed a motion in the Bankruptcy Court for approval of the settlement agreement. The Bankruptcy Court approved that motion on May 3, 2021. The Company made its settlement payment to the trustee on June 15, 2021. On June 23, 2021, the parties filed joint stipulations to dismiss the adversary proceeding and bankruptcy appeals with prejudice, and Judge Andrews so-ordered the stipulations the same day. This matter is now finally concluded.
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