On September 9, 2024, the Court issued an order granting in part and denying in part Defendants’ motion for summary judgment.1
The Court held that the transaction valuation report that Stout Risius Ross (“SRR”) prepared (the “Stout Report”) in connection with the 2021 sale of 100% of the stock of KPC Healthcare Holdings, Inc. by the KPC Healthcare, Inc. ESOP (the “KPC ESOP”) to Victor Valley Hospital Acquisition, Inc. does not fall within the category of documents described in ERISA § 104(b)(4), because Defendants produced evidence that the transaction price ...
On February 26, 2024, the Court ruled on several motions, including Defendants’ Motion to Dismiss and Plaintiffs’ Motion for Class Certification.1
The Court noted that the shareholders of Casino Queen, Inc. (CQI) attempted to sell CQI for several years (from 2005 to 2011), but they were unsuccessful. Therefore, in October 2012, the shareholders created Casino Queen Holding Company, Inc. (CQH) and exchanged their CQI stock for CQH stock. In December 2012, the shareholders sold their CQH stock to the Casino Queen ESOP (the “CQ ESOP”) for $170 million, which was financed by a ...
On December 20, 2013, Wilmington Trust, N.A. (Wilmington), in its capacity as the Trustee of the Constellis Group, Inc. ESOP (the “Constellis ESOP”), approved the Constellis ESOP’s purchase of 90% of the outstanding shares of Constellis Group, Inc. (Constellis), a parent company for a private security firm, for $201.5 million (the “Transaction”). Stout Risius Ross, Inc. (SRR) served as Wilmington’s valuation advisor in connection with the Transaction.
On November 10, 2015, Tim Brundle, a former participant in the Constellis ESOP, filed a lawsuit against ...
On November 20, 2012, the Contractors Register ESOP (the “CR ESOP”) purchased 100% of the outstanding stock of Contractors Register, Inc. (CR), a New York corporation “predominantly engaged in publishing The Blue Book of Building and Construction,” from James O’Malley, CR’s CEO and Chairman, for $26.7 million.
The DOL filed a complaint on August 22, 2019, alleging that Professional Fiduciary Services, LLC (PFS), the CR ESOP’s trustee, did not, among other things, “scrutinize and critically question” Prairie Capital Advisors, Inc.’s (Prairie) valuation ...
On August 26, 2014, the HealthCare Appraisers, Inc. ESOP (the “HAI ESOP”) purchased 80% of the outstanding stock of HealthCare Appraisers, Inc. (HAI), a Florida business appraisal firm that specializes in healthcare firm appraisals, from the Selling Shareholders for $28 million (the “Transaction”).
Cindy Alvarez (the “Plaintiff”), a former employee of HAI, filed a class action complaint on August 25, 2020, alleging that, among other things, in approving the Transaction, Wilmington Trust, N.A. (Wilmington Trust), the Trustee of the HAI ESOP, caused the HAI ESOP to ...
On August 26, 2014, the HealthCare Appraisers, Inc. ESOP (the “HAI ESOP”) purchased 80% (i.e., 800,000 shares) of the stock of HealthCare Appraisers, Inc. (HAI), a Florida business appraisal firm that specializes in healthcare firm appraisals, from the Selling Shareholders for $28 million (the “Transaction”); the entire purchase price was financed by a $10 million term note, junior subordinated notes from the Selling Shareholders, and promissory notes to the Selling Shareholders. In addition, HAI issued warrants to the Selling Shareholders in exchange for the ...
