Yost v. GeoResources Inc. et al
Filing
59
OPINION AND ORDER GRANTING MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT AND SETTING HEARING: The parties' Joint Motion to Preliminarily Approve Settlement Agreement 47 . The motion is GRANTED as set forth in the attached Opinion and Order. A "Settlement Hearing" shall be held on 7/16/2013 at 09:00 AM in Courtroom A 901 before Chief Judge Marcia S. Krieger. The purposes of the hearing are set forth in the attached Opinion and Order. by Chief Judge Marcia S. Krieger on 3/19/13.(msksec, )
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Honorable Marcia S. Krieger
Civil Action No. 12-cv-01307-MSK-KMT
CATHY E. YOST, and on behalf of all others similarly situated,
Plaintiff,
v.
GEORESOURCES INC.;
HALCON RESOURCES CORPORATION;
FRANK A. LODZINSKI;
ROBERT J. ANDERSON;
JAY F. JOLIAT;
BRYANT W. SEAMAN, III;
MICHAEL A. VLASIC;
NICHOLAS L. VOLLER;
DONALD J. WHELLEY;
LEOPARD SUB I, INC.; and
LEOPARD SUB II, LLC,
Defendants.
______________________________________________________________________________
OPINION AND ORDER GRANTING MOTION FOR PRELIMINARY APPROVAL
OF SETTLEMENT AND SETTING HEARING
______________________________________________________________________________
THIS MATTER comes before the Court pursuant to the parties’ Joint Motion to
Preliminarily Approve Settlement Agreement (# 47). The motion is GRANTED as follows:
The Parties have jointly moved for an order approving the settlement of this action in
accordance with a Stipulation of Settlement dated July 13, 2012 (the “Stipulation”).
1. Class certification
Pursuant to Fed. R. Civ. P. 23(b)(1) and 23(b)(2), the Court certifies, for purposes of
effectuating and enforcing this settlement only, a non opt-out Settlement Class of all record
holders and beneficial owners of GeoResources, Inc. (“GeoResources”) common stock from
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April 24, 2012, through and including the earlier date of the consummation of the Merger or the
date of the termination of the Merger Agreement, their successors in interest, predecessors,
representatives, trustees, executors, administrators, heirs, assigns or transferees, of all such
foregoing record holders and/or beneficial owners, immediate and remote, excluding Defendants,
their immediate family members, or any person over whom any Defendant exercises sole or
exclusive control (the “Settlement Class”).
Plaintiff Cathy E. Yost (the “Plaintiff”) is conditionally designated as class representative
for the Settlement Class and the law firms of Faruqi & Faruqi, LLP and the Shuman Law Firm
are conditionally designated as Lead Counsel for the Settlement Class. Any Settlement Class
Member may enter an appearance in the action, at their own expense, individually, or through
counsel of their own choice. If they do not enter an appearance, they will be represented by Lead
Counsel. All Settlement Class Members shall be bound by all determinations and judgments in
the Action concerning the settlement, whether favorable or unfavorable to the Settlement Class.
2. Settlement hearing and objections
Upon the Court’s preliminary review, it appears that the settlement is within a range of
fairness, reasonableness, and adequacy that is sufficient to warrant (i) notice thereof as set forth
below; and (ii) a full hearing on the settlement. Accordingly, the Court does hereby preliminarily
approve the Stipulation and the settlement set forth therein, subject to further consideration at the
Settlement Hearing described below.
A hearing (the “Settlement Hearing”) shall be held before this Court on July 16, 2013 at
9:00 a.m., at the Alfred A. Arraj United States Courthouse, 901 19th Street, Denver,
Colorado, to determine whether (i) the proposed settlement on the terms and conditions provided
for in the Stipulation is fair, reasonable, and adequate to the Settlement Class and should be
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approved by the Court; and (ii) a Final Approval Order as provided in the Stipulation should be
entered herein. The Court reserves the right to adjourn the date of the Settlement Hearing without
further notice to the Members of the Settlement Class, and retains jurisdiction to consider all
further applications arising out of or connected with the proposed settlement. Following any
hearing, the Court may approve the settlement, with such modifications as may be agreed to by
the parties, if appropriate, without further notice to the Settlement Class.
Any Member of the Settlement Class may appear and show cause at the hearing if he, she
or it has any reason why the proposed settlement should or should not be approved as fair,
reasonable, and adequate, or why the Final Approval Order should or should not be entered
thereon. Any Settlement Class Member intending to contest the approval of the terms and
conditions of the proposed settlement, or, if approved, the Final Approval Order, shall handdeliver or mail written objections and copies of any papers and briefs, such that they are received
14 or more days before the Settlement Hearing by: (a) Fulbright & Jaworski L.L.P., 1301
McKinney Street, Suite 5100, Houston, TX 77010, Attn: Gerard G. Pecht; (b) Thompson &
Knight LLP, 1722 Routh Street, Suite 1500, Dallas, Texas 75201, Attn: Timothy R.
McCormick; and (c) Faruqi & Faruqi, LLP, 369 Lexington Ave, 10th Floor, New York, New
York, 10017, Attn: Juan E. Monteverde. Any Member of the Settlement Class who does not
make his, her, or its objection in the manner provided shall be deemed to have waived such
objection unless otherwise ordered by the Court.
All papers including memoranda or briefs in support of the settlement or the
award of attorneys’ fees and expenses shall be filed and served twenty one (21) calendar days
prior to the deadline for Settlement Class Members to object to the settlement; and reply briefs or
other papers supporting the settlement or attorneys’ fees and expenses shall be filed and served
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seven (7) calendar days before the Settlement Hearing.
3. Notice
The Court approves, as to form and content, the Notice of Settlement of Class
Action (the “Notice”), annexed as Exhibit C to the Stipulation, and finds that the mailing and
distribution of the Notice, substantially in the manner and form set forth in this Order, meets the
requirements of Rule 23 and due process, and is the best notice practicable under the
circumstances and shall constitute due and sufficient notice to all persons entitled thereto.
GeoResources (or its successor(s)-in-interest) shall undertake the administrative
responsibility for giving notice to the Settlement Class and is authorized to hire a settlement
notice administrator (the “Notice Administrator”) to effectuate such notice. GeoResources or its
successor(s) shall pay all reasonable costs and expenses in providing notice to the Settlement
Class.
Not later than 45 days before the date of the Settlement Hearing (the “Notice Date”),
GeoResources or its agents shall cause a copy of the Notice, substantially in the form
attached as Exhibit C to the Stipulation, to be mailed by First-Class Mail to all Members of the
Settlement Class (“Settlement Class Members”) who can be identified with reasonable effort.
At least fourteen (14) calendar days prior to the Settlement Hearing, GeoResources or its
successor(s) counsel shall cause to be filed with the Court proof, by affidavit or declaration, of
such mailing.
Nominees who held GeoResources common stock at any time from and including April
24, 2012, through and including December 31, 2012, inclusive, for the beneficial ownership of
another shall mail the Notice to all such beneficial owners of such common stock within fourteen
(14) calendar days after receipt thereof or send a list of the names and addresses of such
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beneficial owners to the Notice Administrator within fourteen (14) calendar days of receipt, in
which event the Notice Administrator shall promptly mail the Notice to such beneficial owners.
4. Other provisions
All Settlement Class Members, and any of them, are hereby barred and enjoined
from commencing, prosecuting, instigating, litigating, or in any way participating in the
commencement, prosecution, or litigation of any action asserting any released claim, either
directly, representatively, derivatively, or in any other capacity, against any released person,
from the date of this Order until the effective date of the settlement, including but not limited to
Erdle v. Lodzinski et al., No. 2012-cv-2672, pending in the District Court, City
and County of Denver, 2nd Judicial District, and Coyne v. Lodzinski et al., Consolidated Cause
No. 2012-24423, In the 215th Judicial District Court of Harris County, Texas (the “Harris County
Action”).
Neither the Stipulation nor any of the proceedings connected with it, shall be construed
as an admission by Defendants of any fact or any liability in this case or in any litigation matter
in any jurisdiction.
Dated this 19th day of March, 2013.
BY THE COURT:
Marcia S. Krieger
Chief United States District Judge
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