BANKRUPTCY UPDATE
UPDATE: On November 18, 2011, the District Court granted final approval for the Settlement and Plan of Distribution. Class Members have until December 27, 2011, to file a claim if they wish to participate in the Settlement.
On October 31, 2011, MF Global Holdings, Ltd. filed a voluntary Chapter 11 petition for relief under the United States Bankruptcy Code. As a result of the bankruptcy filing, all pending litigation against MF Global was automatically stayed against it, including the securities class action. On November 11, 2011, MF Global filed a motion in the United States Bankruptcy Court for the Southern District of New York asking the bankruptcy court to lift the automatic stay to allow the United States District Court to go forward with the final settlement hearing of the securities class action on November 18, 2011, as previously scheduled. To view the Order, click here.
A Federal Court authorized the Notice. It is not a solicitation from a lawyer.
• Court-appointed lead plaintiffs, the Iowa Public Employees’ Retirement System, the Policemen’s Annuity & Benefit Fund of Chicago, the Central States, Southeast and Southwest Areas Pension Fund, and the State-Boston Retirement System (“Lead Plaintiffs”), on behalf of the Class (as defined below), have reached a proposed settlement in the amount of $90,000,000 in cash that will resolve all claims against MF Global, Ltd. (“MF Global” or the “Company”) and the other Released Defendant Parties (as defined below) (the “Settlement”) in this proposed class action (the “Litigation”).
• The Settlement resolves claims in the Litigation that MF Global’s investors were misled about MF Global’s business performance, avoids the costs and risks of continuing the Litigation, pays money to investors like you, and releases the Released Defendant Parties from liability.
• The Notice, available for download by clicking here, explains important rights you may have, including your possible receipt of cash from the Settlement. Your legal rights will be affected whether or not you act. Please read the Notice carefully!
• The Court in charge of the Litigation still has to decide whether to approve the Settlement. Payments will be made if the Court approves the Settlement and after any appeals are resolved. Please be patient.
YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:
ACTIONS YOU MAY PURSUE
EFFECT OF TAKING THIS ACTION
SUBMIT A CLAIM FORM POSTMARKED NO LATER THAN DECEMBER 27, 2011.
This is the only way to get a payment. You may download a copy of the Proof of Claim and Release form by clicking here.
EXCLUDE YOURSELF FROM THE CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION POSTMARKED NO LATER THAN OCTOBER 28, 2011, OR 21 DAYS BEFORE THE HEARING, WHICHEVER IS LATER.
Get no payment. This is the only option that allows you to ever be part of any other lawsuit against the Settling Defendants concerning the claims that were, or could have been, asserted in this case. It is also the only way for Class Members to remove themselves from the Class.
OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION POSTMARKED NO LATER THAN OCTOBER 28, 2011, OR 21 DAYS BEFORE THE HEARING, WHICHEVER IS LATER.
Write to the Court and explain why you do not like the Settlement, the proposed Plan of Allocation, and/or the request for attorneys’ fees and reimbursement of expenses. In order to object, you must remain a member of the Class and may not exclude yourself and you will be bound by the determination of the Court.
GO TO THE HEARING ON NOVEMBER 18, 2011 AT 1:30 P.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS POSTMARKED NO LATER THAN OCTOBER 28, 2011, OR 21 DAYS BEFORE THE HEARING, WHICHEVER IS LATER.
Ask to speak in Court about the fairness of the Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and reimbursement of expenses.
DO NOTHING.
Get no payment. Remain a Class Member. Give up your rights.
SUMMARY OF THE NOTICE
I. Description of the Litigation and the Class
The Notice relates to the proposed Settlement with the Settling Defendants. The Settling Defendants are: MF Global, Man Group plc (“Man Group”), Man Group UK Ltd. (“Man UK”), Kevin R. Davis (“Davis”), Amy S. Butte (“Butte”), Alison J. Carnwath (“Carnwath”), Christopher J. Smith (“Smith”), Christopher Bates (“Bates”), Henri J. Steenkamp (“Steenkamp”), and Edward L. Goldberg (“Goldberg”) (Davis, Butte, Carnwath, Smith, Bates, Steenkamp, and Goldberg are collectively the “Individual Defendants”), Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith, Inc., UBS Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Inc., ABN AMRO Rothschild LLC, Banc of America Securities LLC, BMO Capital Markets Corp., HSBC Securities (USA) Inc., Keefe, Bruyette & Woods, Inc., Sandler O’Neill & Partners, L.P., Wachovia Capital Markets, LLC, Blaylock & Co. Inc., Calyon Securities (USA) Inc., Chatsworth Securities LLC, CL King & Associates, Inc., Dowling & Partners Securities, LLC, E*TRADE Securities LLC, Fortis Securities LLC, Guzman & Co., ING Financial Markets, LLC, Jefferies & Co., Inc., Lazard Capital Markets LLC, M.R. Beal & Co., Mizuho Securities USA Inc., Muriel Siebert & Co., Inc., Oppenheimer & Co. Inc., Piper Jaffray & Co., Raymond James & Associates, Inc., RBC Capital Markets Corp., Robert W. Baird & Co. Inc., Samuel A. Ramirez & Co., Inc., SMH Capital Inc. (n/k/a Sanders Morris Harris Inc.), Stifel, Nicolaus & Co., Inc., SunTrust Capital Markets, Inc. (n/k/a SunTrust Robinson Humphrey, Inc.), The Williams Capital Group, L.P., Utendahl Capital Partners, L.P., Wells Fargo Securities, LLC, and William Blair & Co., LLC (collectively, the “Underwriter Defendants” and with the Company, Man Group, Man UK, and the Individual Defendants, the “Settling Defendants”).
As explained in more detail below, the proposed Settlement, if approved by the Court, will settle claims of persons and entities, including claims of their legal representatives, heirs, successors or assigns, who purchased or otherwise acquired MF Global common stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with the Company’s IPO on or about July 19, 2007, and were damaged thereby (the “Class”).
II. Statement of the Plaintiffs’ Recovery
Subject to Court approval, and as described more fully on page 8 of the Notice, Lead Plaintiffs, on behalf of the proposed Class, have agreed to settle all claims related to the purchase of MF Global common stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with the Company’s IPO that were or could have been asserted in the Litigation in exchange for a payment of $90,000,000 in cash (the “Settlement Amount”) to be deposited into an interest-bearing escrow account (the “Settlement Fund”). Based on Lead Plaintiffs’ consulting damages expert’s estimate of the amount of MF Global common stock that may have been damaged as a result of the alleged misstatements and omissions by the Settling Defendants, and assuming that all those shares participate in the Settlement, Plaintiffs’ Counsel estimates that the average gross recovery would be approximately $0.92 per allegedly damaged share, before the deduction of Court-approved attorneys’ fees and expenses, taxes, and notice and administration costs. Class Members should note, however, that this is only an estimate based on the overall number of potentially damaged shares in the Class. Some Class Members may recover more or less than this estimated amount depending on, among other factors, when, where, and the prices at which their shares were purchased or sold. The Net Settlement Fund (the Settlement Fund less taxes, notice and administration costs, and attorneys’ fees and litigation expenses awarded to Plaintiffs’ Counsel) will be distributed in accordance with a plan of allocation (the “Plan of Allocation”) that will be approved by the Court and will determine how the Net Settlement Fund shall be allocated to the members of the Class. The proposed Plan of Allocation is included in the Notice (see page 9 of the Notice).
III. Statement of Potential Outcome of the Case
The Settling Parties do not agree on whether Lead Plaintiffs would have prevailed on the merits of their claims against the Settling Defendants, nor do they agree on the average amount of damages per share that might be recoverable if Lead Plaintiffs were to prevail on the claims against the Settling Defendants. The Settling Defendants deny that they have any liability whatsoever for any of the claims that Lead Plaintiffs allege in the Complaint and that the price of any shares of MF Global were damaged as a result of the misstatements and omissions alleged by Lead Plaintiffs. The issues on which the Settling Parties disagree include, for example: (i) whether any of the Settling Defendants made any materially false or misleading statements or omissions in the Registration Statement and Prospectus issued in connection with the IPO of MF Global common stock; (ii) whether any or all of the Settling Defendants are liable even if such alleged misstatements or omissions were made, including whether certain definitions in the relevant statutory provisions apply to Man Group; (iii) whether the claims against the Settling Defendants are subject to various defenses that would preclude any liability that might otherwise exist, including the defense of due diligence applicable under the relevant statutory provisions to the Underwriter Defendants; (iv) the amount, if any, by which the price of MF Global common stock was artificially inflated as a result of the alleged misstatements and omissions by the Settling Defendants; (v) the amount, if any, of any alleged damages suffered by purchasers of MF Global common stock; (vi) the appropriate economic models for determining the amounts by which the price of MF Global’s shares was allegedly artificially inflated (if at all), and (vii) the effect of various market forces (aside from any alleged misstatements or omissions) on the trading prices of MF Global’s common stock.
IV. Statement of Attorneys’ Fees and Litigation Expenses Sought
Plaintiffs’ Counsel (as defined on page 7 of the Notice) will apply to the Court for an award of attorneys’ fees from the Settlement Fund in an amount not to exceed 21% of the Settlement Fund, plus interest from the date of funding at the same rate as earned by the Settlement Fund. In addition, Plaintiffs’ Counsel also will apply for the reimbursement of litigation expenses paid or incurred in connection with the prosecution and resolution of the Litigation, in an amount not to exceed $350,000, plus interest from the date of funding at the same rate as earned by the Settlement Fund. Plaintiffs’ Counsel’s overall request for reimbursement of litigation expenses may include a request for an award to Lead Plaintiffs (the Iowa Public Employees’ Retirement System, the Policemen’s Annuity & Benefit Fund of Chicago, the Central States, Southeast and Southwest Areas Pension Fund, and the State-Boston Retirement System) in an amount not to exceed a total of $25,000 for reimbursement of their reasonable costs and expenses (including lost wages) directly related to their representation of the Settlement Class, pursuant to the Private Securities Litigation Reform Act of 1995. If the Court approves Plaintiffs’ Counsel’s attorneys’ fee application in full, the average amount of fees and expenses will be approximately $0.20 per allegedly damaged share.
V. Identification of Attorneys’ Representatives
Lead Plaintiffs and the Class are being represented by Barrack Rodos & Bacine and Cohen Milstein Sellers & Toll PLLC, the Court-appointed Plaintiffs’ Counsel. Any questions regarding the Settlement should be directed to Leslie B. Molder, Barrack Rodos & Bacine, Two Commerce Square, Suite 3300, 2001 Market Street, Philadelphia, PA 19103, Tel: (215) 963-0600, www.barrack.com; Carol V. Gilden, Cohen Milstein Sellers & Toll PLLC, 190 S. LaSalle Street, Suite 1705, Chicago, IL 60603, Tel: (312) 357-0370, www.cohenmilstein.com.
VI. Reasons for the Settlement
For Lead Plaintiffs, the principal reason for the Settlement is the immediate benefit of a substantial cash recovery for the Class. This benefit must be compared to the risk that no recovery or a smaller recovery might be achieved after the Court decides any motions to dismiss the Complaint filed in the Litigation, fact and expert discovery are complete, summary judgment motions are made by the Settling Defendants, and a contested trial and likely appeals are resolved, possibly years into the future. For the Settling Defendants, who deny all allegations of liability and deny that any Class Members were damaged, the principal reason for the Settlement is to eliminate the burden, expense, uncertainty and risk of further litigation.
If you have questions, you may call the Rubin v. MF Global, Ltd. et al. Settlement Help Line at 866-217-4456 or, outside the U.S. and Canada, 1-414-961-6520. You may also send an email to info@MFGlobalSettlement.com.