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Proposed Class Action Settlement on Behalf of Owners of Common Units of Boardwalk Pipeline Partners, LP

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Proposed Class Action Settlement on Behalf of Owners of Common Units of Boardwalk Pipeline Partners, LP

PR Newswire

WILMINGTON, Del., July 23, 2018 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

TSEMACH MISHAL and PAUL BERGER,
on behalf of themselves and similarly situated
BOARDWALK PIPELINE PARTNERS, LP
UNITHOLDERS,




                  Plaintiffs,

C.A. No. 2018-0372-JTL



          v.




BOARDWALK PIPELINE PARTNERS, LP,
BOARDWALK PIPELINES HOLDING
CORP., BOARDWALK GP, LP, AND
BOARDWALK GP, LLC,




                   Defendants.


SUMMARY NOTICE OF PENDENCY AND
PROPOSED SETTLEMENT OF CLASS ACTION

TO:   All record holders and beneficial owners of common units of Boardwalk Pipeline Partners, LP (the "Partnership") who owned such units at any time from and including April 30, 2018 through and including July 18, 2018, together with their legal representatives, heirs, executors, administrators, predecessors, predecessors-in-interest, successors, successors-in-interest, and assigns, immediate or remote.    

PLEASE READ THIS NOTICE CAREFULLY.  YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), that the above-captioned action (the "Action") has been provisionally certified for settlement purposes as a non-opt-out class action on behalf of a class (the "Class") defined in a Scheduling Order of the Delaware Court of Chancery (the "Court") dated June 27, 2018 and proposed to be confirmed as described in a full printed Notice of Pendency and Proposed Settlement of Class Action (the "Notice").

The plaintiffs in the Action ("Plaintiffs") allege claims on behalf of the proposed Class stemming from certain statements by Defendants regarding the potential exercise by Defendant Boardwalk GP, LP ("Boardwalk GP"), as General Partner of Boardwalk Pipeline Partners, LP, of its right pursuant to Section 15.1(b) of the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of June 17, 2008, as amended (the "Partnership Agreement"), to purchase all, but not less than all, of the common units of the Partnership then outstanding held by persons or entities other than Boardwalk GP and its affiliates.  Plaintiffs allege that these statements and related conduct of Defendants breached the Partnership Agreement and the implied covenant of good faith and fair dealing and also tortiously interfered with the Partnership Agreement.

YOU ARE ALSO HEREBY NOTIFIED that Plaintiffs have reached a proposed settlement of the Action (the "Settlement") on the terms and conditions set forth in a Stipulation and Agreement of Compromise and Settlement entered into by and among Plaintiffs and Defendants on June 25, 2018 (the "Stipulation").  The proposed settlement provides that if Boardwalk GP exercised its call right pursuant to Section 15.1(b) and (c) of the Partnership Agreement such that the purchase price for the common units shall be calculated using the 180 trading days ending no later than June 29, 2018, subject to Court approval, Plaintiffs and the Class and Defendants shall release their respective claims as set forth in the Stipulation.  On June 29, 2018, Boardwalk GP exercised its call right such that the purchase price for the common units was calculated pursuant to Sections 15.1(b) and (c) of the Partnership Agreement using the 180 trading days ending on June 29, 2018, resulting in a purchase price of $12.06 per common unit.  Also on June 29, 2018, the purchase date was set as July 18, 2018.  On July 3, 2018, the transfer agent for the common units mailed the notice of the exercise of the call right to the holders of record of the common units in accordance with Section 15.1(c) of the Partnership Agreement.  On July 18, 2018, Boardwalk GP purchased the outstanding common units at the purchase price of $12.06 per common unit.

A settlement hearing will be held on September 27, 2018, at 10:00 a.m., at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, to (i) determine whether to finally certify the Class as a non-opt-out class and appoint Plaintiffs as class representatives and plaintiffs' counsel ("Plaintiffs' Counsel") as counsel for the Class; (ii) determine whether the Settlement should be approved by the Court as fair, reasonable and adequate, and in the best interests of the Class; (iii) determine whether the Notice and this summary notice meet the requirements of Chancery Court Rule 23 and due process; (iv) determine whether the Court should finally approve the Stipulation and enter the judgment (the "Judgment") as provided in the Stipulation, dismissing the Action with prejudice, and extinguishing and releasing the claims of the Class and of Defendants as set forth in the Stipulation; (v) determine whether any application by Plaintiffs' Counsel for an award of attorneys' fees and reimbursement of litigation expenses should be approved; (vi) hear and rule on any objections to the Settlement or Plaintiffs' Counsel's petition for attorneys' fees and expenses; and (vii) determine any other matters the Court may deem appropriate.

IF YOU ARE A MEMBER OF THE CLASS, YOUR RIGHTS WILL BE AFFECTED BY THE PENDING ACTION AND THE SETTLEMENT.  If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator:

Boardwalk Pipeline Partners Settlement
Settlement Administrator
P.O. Box 3410
Portland, OR 97208-3410
SecuritiesInfo@EpiqGlobal.com

Any objections to the class determination, the proposed Settlement, the Judgment and/or Plaintiffs' Counsel's application for an award of attorneys' fees and reimbursement of expenses must be filed with the Register in Chancery and delivered to Plaintiffs' Counsel and a representative of Defendants' Counsel such that they are received no later than September 13, 2018, in accordance with the instructions set forth in the Notice.

PLEASE DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THIS NOTICE.  Inquiries may be made to the following Plaintiffs' Counsel:

Joel Friedlander, Esq.
Jeffrey Gorris, Esq.
Friedlander & Gorris P.A.
1201 N. Market Street, Suite 2200
Wilmington, DE 19801

DATED: July 5, 2018

BY ORDER OF THE COURT OF 
CHANCERY OF THE STATE OF
DELAWARE
                         

 

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SOURCE Court of Chancery of the State of Delaware

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