Published June 6, 2023
On December 20, 2019, a putative class and derivative lawsuit captioned Jacobs v. Meghji, C.A. No. 2019-1022-MTZ (the “Action”) was filed in the Court of Chancery of the State of Delaware (the “Court”), challenging a series of equity commitment transactions that Infrastructure & Energy Alternatives Inc. (“IEA”) had entered into in 2019. The Action named IEA’s Board of Directors, Oaktree Power Opportunities Fund III Delaware, L.P., and Ares Management Corp. as Defendants, with IEA as a Nominal Defendant.
On July 28, 2021, the parties in the Action reached a tentative settlement, which provided that IEA would enter into a series of recapitalization transactions to improve its capital structure. On July 28 and August 2, 2021, those contemplated recapitalization transactions were consummated (the “2021 Transactions”).
During the pendency of the Action, the Supreme Court of the State of Delaware rendered its decision in the matter of Brookfield Asset Management, Inc., et al. v. Martin Rosson, et al., 261 A.3d 1251 (Del. 2021) (“Brookfield”), which the parties believe eliminated the viability of the class claims in the Action.
On July 25, 2022, IEA and MasTec Inc. (“MasTec”) announced that they entered into a definitive agreement under which MasTec would acquire all of the outstanding shares of IEA in a cash-and-stock transaction valued at $14.00 per IEA share (the “Merger”). On October 7, 2022, IEA and MasTec announced that they had completed the Merger, following approval by the IEA stockholders at a special meeting held on October 7, 2022.
As a result of the Merger, MasTec became IEA’s sole stockholder and, as a result, the parties to the Action agreed that (i) plaintiff no longer had standing to assert derivative claims on behalf of IEA, (ii) the tentative settlement reached on July 28, 2021 was void, and (iii) the Action should be dismissed as moot.
After the parties agreed that a mootness dismissal was required, the parties engaged former Vice Chancellor Joseph R. Slights of the Court of Chancery of Delaware as a mediator to address the question of the extent to which plaintiff’s counsel were entitled to attorneys’ fees and expenses for what they contended were corporate benefits that the 2021 Transactions provided to IEA. On March 8, 2023, the parties reached agreement upon IEA’s payment of attorneys’ fees and expenses of $5,000,000. The Court of Chancery has not been asked to review or approve, and will pass no judgment on, this payment.
In June 2023, the Court entered an order dismissing the Action with prejudice as to plaintiff, and without prejudice as to all other members of the putative class, and directed that this notice be distributed in the following forms: via a press release on a national wire service, a posting on plaintiff’s counsel’s website, and a posting on IEA’s website. After this notice has been distributed and the parties have attested to the fact to the Court, the dismissal will become final and the Court will no longer retain jurisdiction over the Action.
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