Exhibit 99.1
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GRANTED | ||
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THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE MGM RESORTS INTERNATIONAL | CONSOLIDATED |
LITIGATION | C.A. No. 10290-VCG |
STIPULATION AND [PROPOSED] ORDER OF DISMISSAL
WHEREAS, on October 28, 2014, Pontiac General Employees Retirement System (“Lead Plaintiff”) filed a complaint (the “Complaint”) against defendants Robert H. Baldwin, William A. Bible, Wille D. Davis, Alexis M . Herman, Roland Hernandez, Anthony Mandekic, Rose McKinney-James, James J. Murren, and Daniel J. Taylor (“Director Defendants,”), as members of the board of directors (“Board”) of MGM Resorts International Inc. (“MGM” or the “Company”), MGM, and Bank of America, N.A.,the administrative agent under the credit agreement at issue (“-BANA,” and together with MGM and the Director Defendants, “Defendants”);
WHEREAS, the Complaint alleged that, in connection with the adoption of what Lead Plaintiff has termed a “Dead Hand Proxy Put” in the Company’s credit agreement, (i) the members of the Company’s Board breached their fiduciary duties, and (ii) BANA aided and abetted the Board;
WHEREAS, the Complaint sought, among other things, a declaration from the Court that the Dead Hand Proxy Put was invalid, unenforceable, and severable from the debt agreement;
WHEREAS, on October 21, 2014, Adolf Stumpf and Rosemarie Stumpf, as trustees for the Christine Stumpf Trust, filed C.A. No 10262-VCG (the “Stumpf Action”), a parallel action challenging MGM’s Dead Hand Proxy Put;
WHEREAS, on November 25, 2014, the Court consolidated the Stumpf Action and Pontiac General’s action, appointed Pontiac General as Lead Plaintiff, appointed Pontiac General’s counsel, the law firms of Bernstein, Litowitz, Berger & Grossmann LLP and Friedlander & Gorris, P.A., as co-lead counsel (“Co-Lead Counsel”), and designated the Complaint as the operative complaint;
WHEREAS, on January 15, 2015, Lead Plaintiff served its First Request for Production of Documents to all Defendants;
WHEREAS, on May 5, 2015 counsel for the Board and MGM notified the Court in writing that the requisite lenders approved an amendment deleting in its entirety clause (b) of the definition of “Change of Control” in Section 1.01 of the credit agreement (“Credit Agreement Amendment”);
WHEREAS, as a result of the Credit Agreement Amendment, Lead Plaintiff and Defendants agree that the claims in the Complaint are moot; WHEREAS, on May 20, 2015, MGM agreed, in the exercise of business judgment, to pay Co-Lead Counsel $500,000 in attorneys’ fees;
WHEREAS, Defendants deny any and all allegations of Lead Plaintiff that Defendants engaged in wrongdoing in any way, and the Company states that the
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Company has agreed to settle Lead Plaintiff’s application for an award of attorneys’ fees and expenses due to the costs of defense of that application and litigation risk associated therewith;
WHEREAS, the Court has not passed on the amount of the fee.
IT IS HEREBY STIPULATED AND AGREED, pursuant to Rules 23(e) and 41(a) of the Rules of the Court of Chancery, subject to the approval of the Court, that:
1. The Company shall file this Stipulation and Order of Dismissal as an attachment to the Company’s next Form 10-Q following the entry of this Stipulation and Order of Dismissal (“Order”). The filing by MGM of this Order as an attachment to a Form 10-Q constitutes adequate notice for purposes of Rule 23(e) (the “Notice”);
2. The Company shall file with the Court an affidavit that the Notice has been made (the “Affidavit”) in accordance with paragraph 1 above no later than three (3) calendar days after the Notice is publicly-filed;
3. Upon the filing of the Affidavit:
A. | The action will be dismissed with prejudice as to the Lead Plaintiff, Adolf Stumpf, and Rosemarie Stumpf, and without prejudice to all other MGM stockholders; |
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C. | The Court will no longer retain any jurisdiction over this action. |
4. The Company shall pay to Co- Lead Counsel fees in the amount of $500,000 within three (3) calendar days of the date of the entry of the Order to an account designated by Co-Lead Counsel.
Dated: May 28, 2015
FRIEDLANDER & GORRIS, P.A. |
| MORRIS NICHOLS ARSHT & TUNNELL LLP |
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/s/ Joel Friedlander |
| /s/ William M. Lafferty |
Joel Friedlander (Bar No. 3163) |
| William M. Lafferty (Bar No. 2755) |
Christopher M. Foulds (Bar No. 5169) |
| D. McKinley Measley (Bar No. 5108) |
Benjamin P. Chapple (Bar No. 5871) |
| 1201 N. Market Street |
222 Delaware Avenue, Suite 1400 |
| Wilmington, Delaware 19801 |
Wilmington, Delaware 19801 |
| (302) 658-9200 |
(302) 573-3500 |
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BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP |
| SHEARMAN & STERLING LLP |
Mark Lebovitch |
| Adam S. Hakki (admitted pro hac vice) |
David Wales |
| Agnès Dunogué (admitted pro hac vice) |
John Vielendi |
| 599 Lexington Avenue |
1285 Avenue of the Americas |
| New York, New York 10022-6069 |
New York, New York 10019 |
| (212) 848-4000 |
(212) 554-1400 |
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| Attorneys for Defendant Bank of America, N.A. |
Co-Lead Counsel and Attorneys for Lead |
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Plaintiff Pontiac General Employees |
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Retirement System |
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| POTTER ANDERSON CORROON LLP | |
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/s/ P. Bradford deLeeuw |
| /s/ Peter J. Walsh, Jr. |
Carmella P. Keener (Bar No. 2810) |
| Peter J. Walsh, Jr. (Bar No. 2437) |
P. Bradford deLeeuw (Bar No. 3569) |
| 1313 North Market Street, 6th Floor |
919 Market Street, Suite 1401 |
| P.O. Box 951 |
Wilmington, Delaware 19801 |
| Wilmington, Delaware 19801 |
(302) 656-4433 |
| (302) 984-6000 |
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WOLF POPPER LLP |
| WEIL, GOTSHAL & MANGES LLP |
Carl L. Stine |
| Stephen A. Radin |
845 Third Avenue |
| Miranda Schiller |
New York, New York 10022 |
| 767 Fifth Avenue |
(212) 759-4600 |
| New York, New York 10153 |
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| (212) 310-8770 |
Attorneys for Plaintiff |
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The Christine Stumpf Trust |
| Attorneys for MGM Resorts |
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| International, James J. Murren, Robert |
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| H. Baldwin, William A. Bible, Mary |
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| Chris Gay, William W. Grounds, Alexis |
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| M. Herman, Roland Hernandez, |
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| Anthony Mandekic, Rose Mckinney- |
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| James, Gregory Spierkel, Daniel J. |
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| Taylor and Willie D. Davis |
SO ORDERED this day of , 2015.
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Vice Chancellor |
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