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Corporate Transactions
Northern Border Partners, L.P. - Class and Derivative Action
Chimicles & Tikellis LLP was Plaintiff's counsel in an action on behalf of the public unitholders of Northern Border Partners, L.P. (the "Partnership") and on behalf of the Partnership, alleging breaches of Partnership agreement and breaches of fiduciary duties against the general partners of the Partnership and certain affiliates. The claims arose in connection with a transaction in which, among other things, the Partnership acquired assets of ONEOK, Inc., the indirect majority owner of the general partners. The Partnership paid cash and newly created "Class B" Units for the assets. The Class B Units included provisions that would provide premium distributions to ONEOK in the event the public unitholders do not vote to grant ONEOK certain rights.
Pursuant to an agreement to settle the claims, the economic terms of the Class B Units were substantially reduced to the Partnership's and Class' benefit. Plaintiff's expert valued the reduction in Class B terms at $114.9 million in terms of premium distributions payable by the Partnership to the Class B Units and valued the available additional distributions to common unitholders at $29 million. The Settlement also secured provisions requiring approval of the nonaffiliated unitholders of any amendments to the independence provisions of the Audit and Conflict Committees. Both the complaint and Notice of Settlement may be viewed by following the corresponding link in the document section below.
At a hearing on January 18, 2007, the Delaware Court of Chancery approved the Settlement in full and granted Plaintiff's application for attorneys' fees and expenses. The Court's Order and Final Judgment is available online by clicking the link below.
DOCUMENTS
Amended Class Action and Derivative Complaint
Notice of Settlement of Class and Derivative Action and Hearing on Proposed Settlement
Order and Final Judgment
CONTACT
Robert J. Kriner, Jr. (rjk@chimicles.com)
A. Zachary Naylor (zn@chimicles.com)
CHIMICLES & TIKELLIS LLP
One Rodney Square
P.O. Box 1035
Wilmington, DE 19899
Telephone: (302) 656-2500
Toll Free: 866-399-2487
Facsimile: (302) 656-9053
Website: www.chimicles.com
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