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While the matter is pending, there are no outstanding requests associated with the Books and Records Action.
−Removed: Class D Dispute
+Added: Hudson Class D Dispute
On June 11, 2021, Hudson Vegas Investment SPV, LLC (“Hudson”), a holder of P3’s Class D Units, filed an action in the Delaware Court of Chancery captioned Hudson Vegas Investments SPV, LLC v.
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Specifically, Hudson purports to assert claims against P3, certain managers that were on the P3 Board of Managers, certain of its officers, and Chicago Pacific Founders Fund, L.P.
−Removed: (“CPF”) for breach of P3’s then-existing LLC agreement (against P3 and CPF), breach of fiduciary duty (against certain of P3’s officers) and breach of contract claims related to the then-existing LLC Agreement (against the P3 Board of Managers) in connection with the process leading up to, and approval of, the Business Combinations.
+Added: (“CPF”) for breach of P3’s then-existing LLC agreement (the “LLC Agreement”) (against P3 and CPF), breach of fiduciary duty (against certain of P3’s officers) and breach of contract claims related to the then-existing LLC Agreement (against the P3 Board of Managers) in connection with the process leading up to, and approval of, the Business Combinations.
In the Hudson Action, Hudson sought to enjoin the consummation of the Business Combinations and seeks a declaration that the Business Combinations violate its rights under the P3 then-existing LLC Agreement, a declaration that certain managers on the P3 Board of Managers and certain of P3’s officers breached their fiduciary duties, and money damages including attorneys’ fees.
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This ruling was made subject to the condition that Defendants memorialize their commitment to escrow, pending final resolution of this action, the consideration Hudson would be entitled to receive if it is determined that the Purchase Option can be validly exercised, in a stipulation filed with the Court.
−Removed: On September 17, 2021, Defendants filed a stipulation and proposed order regarding escrow which confirmed their commitment to do so and to cause the Payment Spreadsheet (as that terms is defined in Section 2.01(f) of the Merger Agreement) to provide that such consideration will be directed to such escrow.
+Added: On September 17, 2021, Defendants filed a stipulation and proposed order regarding escrow which confirmed their commitment to do so and to cause the Payment Spreadsheet (as that term is defined in Section 2.01(f) of the Merger Agreement) to
+Added: provide that such consideration will be directed to such escrow.
The Court granted and entered the stipulation and proposed order on September 17, 2021.
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On July 13, 2022, the Court heard argument on both the Motions to Dismiss and the Motion to Stay and took the matters under advisement.
−Removed: On September 12, 2022, the Court issued an opinion which concluded that the Court could exercise personal jurisdiction over Ms.
−Removed: Puathasnanon, an officer defendant in the action.
−Removed: The Court has not addressed any of the other arguments in the Motions to Dismiss, including Ms.
−Removed: Puathasnanon’s other defenses.
−Removed: On October 14, 2022, the Court issued an opinion which concluded that the Court could exercise personal jurisdiction over Mr.
−Removed: The Court has not addressed any of the other arguments in the Motions to Dismiss, including Mr.
−Removed: Wasson’s other defenses.
+Added: From September 12, 2022 and through November 7, 2022, the Court issued a series of Orders ruling on the Motions to Dismiss.
+Added: Such Orders provided for the dismissal with prejudice of (i) Hudson’s claim to a Purchase Option and (ii) Hudson’s claim to a priority right to cash distributed as a result of the transactions;
+Added: and (iii) the denial of each of the various Motions to Dismiss for lack of personal jurisdiction.
+Added: The Court granted in part and denied in part a motion to dismiss filed by Mr.
+Added: Kazarian, Mr.
+Added: Glisson, and Mr.
+Added: Leavitt (the “Manager Defendants”) with respect to Hudson’s claim for bad faith breach of contract under a variety of theories.
+Added: The Court also granted in part and denied in part the Manager Defendants’ motion, permitting Hudson’s bad faith breach of contract claim to proceed against the Manager Defendants on certain theories, but dismissing other theories, including that the Manager Defendants committed a bad faith breach of contract by failing to act in good faith to facilitate the Purchase Option.
+Added: On November 7, 2022, the Court issued an order denying in part and granting in part the motion to dismiss the breach of fiduciary claims against the officer Defendants, including Mr.
+Added: Kazarian, Mr.
+Added: Glisson, and Ms.
+Added: Puathasnanon.
+Added: The Court allowed certain theories for these claims to survive the motion to dismiss, but it dismissed other theories for the claims, including that the officers “fail[ed] to engage in an adequate auction or sale process.” On November 9, 2022, the Court issued an order denying the motion to dismiss the claim against Mr.
+Added: Mathur for tortious interference with Hudson’s contract rights.
+Added: The parties are now currently engaged in discovery on Hudson’s surviving claims.
Mine Safety Disclosures.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.