In re Spectrum Brands Securities Litigation

Filing 98

ORDER granting 96 Unopposed Motion for Order Preliminarily Approving Class Action Settlement and Authorizing Dissemination of Notice of Settlement of the Spectrum Action. Fairness Hearing set for 3/18/2022 at 10:00 AM by Zoom video conference. Signed by District Judge James D. Peterson on 11/17/2021. (arw)

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF WISCONSIN

IN RE SPECTRUM BRANDS SECURITIES
LITIGATION

No. 19-cv-347-jdp

ORDER PRELIMINARILY APPROVING SETTLEMENT
AND AUTHORIZING DISSEMINATION OF NOTICE OF SETTLEMENT

WHEREAS, a consolidated securities class action is pending in this Court entitled In re Spectmm

Brands Securities Litigation, No. l 9-cv-34 7-jdp;
WHEREAS, on August 27, 2021, the Court entered an Order severing the claims of purchasers
of HRG common stock during the Class Period from the claims of purchasers of Spectrum and Old
Spectrum common stock during the Class Period, and the action continuing with respect to claims for
Spectrum and Old Spectrum common stock is referred to herein as the "Action";
WHEREAS, (a) Lead Plaintiffs the Public School Teachers' Pension and Retirement Fund of
Chicago and the Cambridge Retirement System (collectively, "Lead Plaintiffs"), on behalf of
themselves and the Spectrum Class (defined below); and (b) defendants Spectrum Brands Holdings,
Inc. ("Spectrum" or the "Company"), Spectrum Brands Legacy, Inc. ("Old Spectrum"), HRG Group,
Inc. ("HRG"), and Andreas R. Rouvc, David M. Maura, and Douglas L. Martin (collectively, the
"Individual Defendants" and, together with Spectrum, Old Spectrum, and HRG, "Defendants") (Lead
Plaintiffs and Defendants, together, the "Parties"), have determined to settle and dismiss with
prejudice all claims asserted in this Action on behalf of the Spectrum Class on the terms and conditions

set forth in the Stipulation and Agreement of Settlement dated August 27, 2021 (the "Stipulation"),
subject to approval of this Court (the "Settlement");
WHEREAS, Lead Plaintiffs have made a motion, pursuant to Rule 23(e)(l) of the Federal
Rules of Civil Procedure, for an order preliminarily approving the Settlement in accordance with the
Stipulation and allowing notice to Spectrum Class Members as more fully described herein;
WHEREAS, the Court has read and considered: (a) Lead Plaintiffs' motion for preliminary
approval of the Settlement and authorization to send notice of the Settlement to the Spectrum Class,
and the papers filed and arguments made in connection therewith; and (b) the Stipulation and the
exhibits attached thereto; and
WHEREAS, unless otherwise defined herein, all capitalized words contained herein shall have
the same meanings as they have in the Stipulation;
NOW THEREFORE, IT IS HEREBY ORDERED:
1.

Proposed Class Certification for Settlement Purposes - The Parties have proposed

the certification of the following Spectrum Class pursuant to Rule 23(a) and (b)(3) of the Federal
Rules of Civil Procedure and solely for purposes of effectuating the proposed Settlement: all persons
and entities that: (i) purchased common stock of Old Spectrum from January 26, 2017 to July 13,
2018; and/or (ii) purchased common stock of Spectrum from July 13, 2018 to November 19, 2018,
and

were

damaged

thereby.

Excluded

from

the

Spectrum

Class

are:

(i)

Defendants

(including Spectrum); (ii) the Immediate Family members of the Individual Defendants; (iii) the
Officers and directors of Old Spectrum, Spectrum, and HRG currently and during the period from
January 26, 2017 to November 19, 2018 (the "Class Period") and their Immediate Family members;
(iv) any entity in which any of the foregoing excluded persons or entities has or had a controlling
interest; and (v) the legal representatives, heirs, successors, or assigns of any such excluded person or

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entity. Also excluded from the Spectrum Class are any persons and entities who or which excluded
themselves the settlement class in connection with the Prior Settlement. This Settlement does not settle
or release claims arising out of purchases of HRG common stock on the open market from January 26,
2017 to November 19, 2018.
2.

Class Findings - The Court finds, pursuant to Rule 23(e)( 1 )(B)(ii) of the Federal Rules

of Civil Procedure, that it will likely be able to certify the Spectrum Class for purposes of the proposed
Settlement. Specifically, and solely for purposes of the proposed Settlement of this Action, the Court
finds that each element required for certification of the Spectrum Class pursuant to Rule 23 of the
Federal Rules of Civil Procedure has been met or will likely be met: (a) the members of the Spectrum
Class are so numerous that their joinder in the Action would be impracticable; (b) there are questions
of law and fact common to the Spectrum Class which predominate over any individual questions; (c)
the claims of Lead Plaintiffs in the Action are typical of the claims of the Spectrum Class; (d) Lead
Plaintiffs and Lead Counsel have and will fairly and adequately represent and protect the interests of
the Spectrum Class; and (e) a class action is superior to other available methods for the fair and
efficient adjudication of the Action.
3.

The Court also finds, pursuant to Rule 23(e)(l)(B)(ii) of the Federal Rules of Civil

Procedure, and for the purposes of the Settlement only, that it will likely be able to certify Lead
Plaintiffs the Public School Teachers' Pension and Retirement Fund of Chicago and the Cambridge
Retirement System as Class Representatives for the Spectrum Class and appoint Lead Counsel
Bernstein Litowitz Berger & Grossmann LLP as Class Counsel for the Spectrum Class pursuant to
Rule 23 (g) of the Federal Rules of Civil Procedure.
4.

Preliminary Approval of the Settlement - The Court hereby preliminarily approves

the Settlement, as embodied in the Stipulation, and finds, pursuant to Rule 23(e)(l)(B)(i) of the

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Federal Rules of Civil Procedure, that it will likely be able to finally approve the Settlement under
Rule 23(e)(2) as being fair, reasonable, and adequate to the Spectrum Class, subject to further
consideration at the Settlement Fairness Hearing to be conducted as described below.

5.

Settlement Fairness Hearing - The Court will hold a hearing (the "Settlement

Fairness Hearing") on March 18, 2022, at 10:00 a.m., by video conference, for the following purposes:
(a) to determine whether the proposed Settlement on the terms and conditions provided for in the
Stipulation is fair, reasonable, and adequate to the Spectrum Class, and should be finally approved by
the Court; (b) to determine whether, for purposes of the Settlement only, the Action should be
certified as a class action on behalf of the Spectrum Class, Lead Plaintiffs should be certified as Class
Representatives for the Spectrum Class, and Lead Counsel should be appointed as Class Counsel for
the Spectrum Class; (c) to determine whether a Judgment substantially in the form attached as Exhibit
B to the Stipulation should be entered dismissing the claims asserted in the Action on behalf of the
Spectrum Class with prejudice against Defendants; (d) to determine whether the proposed Plan of
Allocation for the proceeds of the Settlement is fair and reasonable and should be approved; (e) to
determine whether the motion by Lead Counsel for an award of attorneys' fees and Litigation Expenses
should be approved; and (f) to consider any other matters that may properly be brought before the
Court in connection with the Settlement. Notice of the Settlement and the Settlement Fairness
Hearing shall be given to Spectrum Class Members as set forth in paragraph 7 of this Order.
6.

The Court may adjourn the Settlement Fairness Hearing without further notice to the

Spectrum Class, and may approve the proposed Settlement with such modifications as the Parties may
agree to, if appropriate, without further notice to the Spectrum Class. Any Spectrum Class Member
(or his, her, or its counsel) who wishes to appear at the Settlement Fairness Hearing should consult
the Court's docket and/or the settlement website for any change in date, time, or format of the hearing.

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7.

Retention of Claims Administrator and Manner of Giving Notice - Lead Counsel

is hereby authorized to retain JND Legal Administration ("JND" or the "Claims Administrator") to
supervise and administer the notice procedure in connection with the proposed Settlement as well as
the processing of Claims as more fully set forth below. JND had previously been retained to supetvise
and administer the notice procedure and claims processing for the Parties' Prior Settlement. Notice of
the Settlement and the Settlement Fairness Hearing shall be given by Lead Counsel as follows:
(a)

not later than five business days after the date of ent1y of this Order, Defendants

shall, at no cost to the Settlement Fund, Lead Counsel, or the Claims Administrator, provide or cause
to be provided to the Claims Administrator in electronic format a list consisting of the names and
mailing addresses, and, if available, email addresses, of the purchasers of Spectrum and Old Spectrum
common stock during Class Period, to the extent not already provided in connection with the Prior
Settlement;
(b)

beginning not later than I 5 business days after the date of entry of this Order

(such date thatis 15 business days afterthe date of ent1y of this Order, the "Notice Date"), the Claims
Administrator shall cause a copy of the Notice and the Claim Form, substantially in the forms provided
in Dkt. 96-2 to be mailed by first-class mail or emailed to potential Spectrum Class Members at the
addresses set forth in the records provided by Defendants or in the records which Defendants caused
to be provided (in connection with paragraph 7(a) or in connection with the Prior Settlement); to
those potential Spectrum Class Members previously identified by brokers and nominees in connection
with the Prior Settlement or who previously submitted Claim Forms in connection with the Prior
Settlement; or who otherwise may be identified through further reasonable effort;

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(c)

contemporaneously with the mailing of the Notice Packet, the Claims

Administrator shall cause copies of the Notice and the Claim Form to be posted on a website to be
developed for the Settlement, from which copies of the Notice and Claim Form can be downloaded;
(d)

not later than 10 business days after the Notice Date, the Claims Administrator

shall cause the Summary Notice, substantially in the form provided in Dkt. 96-2, to be published once
in the In11estor's Business Daily and to be transmitted once over the PR Newswire; and
(e)

not later than 14 calendar days prior to the Settlement Fairness Hearing, Lead

Counsel shall serve on Defendants' Counsel and file with the Court proof, by affidavit or declaration,
of such mailing and publication.
8.

Approval of Form and Content of Notice - The Court (a) approves, as to form and

content, the Notice, the Claim Form, and the Summary Notice, attached hereto as Exhibits 1, 2, and
3, respectively, and (b) finds that the mailing and distribution of the Notice and Claim Form and the
publication of the Summaiy Notice in the manner and form set forth in paragraph 7 of this Order (i)
is the best notice practicable under the circumstances; (ii) constitutes notice that is reasonably
calculated, under the circumstances, to apprise Spectrum Class Members of the pendency of the
Action, of the effect of the proposed Settlement (including the Releases to be provided thereunder),
of Lead Counsel's motion for an award of attorneys' fees and Litigation Expenses, of their right to
object to the Settlement, the Plan of Allocation, and Lead Counsel's motion for attorneys' fees and
Litigation Expenses, of their right to exclude themselves from the Spectmm Class, and of their right
to appear at the Settlement Fairness Hearing; (iii) constitutes due, adequate, and sufficient notice to
all persons and entities entitled to receive notice of the proposed Settlement; and (iv) satisfies the
requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States Constitution
(including the Due Process Clause), the Private Securities Litigation Reform Act of 1995, 15 U.S.C.

6

§

78u-4, as amended, and all other applicable law and rules. The date and time of the Settlement

Fairness Hearing shall be included in the Notice and Summary Notice before they are mailed and
published, respectively.
9.

Nominee Procedures - Brokers and other nominees who purchased: (i) common stock

of Old Spectrum from Januaiy 26, 2017 to July 13, 2018 for the benefit of another person or entity;
and/or (ii) common stock of Spectrum from July 13, 2018 to November 19, 2018 for the benefit of
another person or entity shall: (a) within seven calendar days of receipt of the Notice, request from
the Claims Administrator sufficient copies of the Notice Packet to forward to all such beneficial
owners, and within seven calendar days of receipt of those Notice Packets forward them to all such
beneficial owners; or (b) within seven calendar days of receipt of the Notice, send a list of the names,
mailing addresses, and, if available, email addresses, of all such beneficial owners to the Claims
Administrator in which event the Claims Administrator shall promptly mail or email the Notice Packet
to such beneficial owners. However, brokers and nominees who previously provided names and
addresses of potential settlement class members in connection with the Prior Settlement will not be
required to provide those names and addresses again, but are required to provide the Claims
Administrator only with names and addresses that were not previously provided, or any name or
address changes. Upon full compliance with this Order, such nominees may seek payment of their
reasonable expenses actually incurred in complying with this Order by providing the Claims
Administrator with proper documentation supporting the expenses for which reimbursement is sought.
Such properly documented expenses incurred by nominees in compliance with the terms of this Order
shall be paid from the Settlement Fund, with any disputes as to the reasonableness or documentation
of expenses incurred subject to review by the Court.

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10.

CAFA Notice - A9 provided in the Stipulation, Defendants shall serve the notice

required under the Class Action Fairness Act, 28 U.S.C. § 1715, et seq. ("CAFA") no later than 10
calendar days following the filing of the Stipulation with the Court. Defendants are solely responsible
for the costs of the CAFA notice and administering the CAFA notice. No later than 14 calendar days
before the Settlement Fairness Hearing, Defendants shall cause to be served on Lead Counsel and filed
with the Court proof, by affidavit or declaration, regarding compliance with the notice requirements
of CAFA.
11.

Participation in the Settlement - Spectrum Class Members who wish to participate

in the Settlement and to be eligible to receive a distribution from the Net Settlement Fund must
complete and submit a Claim Form in accordance with the instructions contained therein. Unless the
Court orders otherwise, all Claim Forms must be postmarked by January 25, 2022. However, any
Spectrum Class Members who previously submitted a claim form in connection with the Prior
Settlement will not be required to submit a new Claim Form. The information those Claimants
previously submitted with respect to their transactions in Spectrum and Old Spectrum common stock
will be used to calculate their claims for this Settlement. Notwithstanding the foregoing, Lead Counsel
may, at its discretion, accept for processing late Claims provided such acceptance does not delay the
distribution of the Net Settlement Fund to the Spectrum Class. By submitting a Claim, a person or
entity shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her, or
its Claim and the subject matter of the Settlement.
12.

Each Claim Form submitted must satisfy the following conditions: (a) it must be

properly completed, signed, and submitted in a timely manner in accordance with the provisions of
the preceding paragraph; (b) it must be accompanied by adequate supporting documentation for the
transactions and holdings reported therein, in the form of broker confirmation slips, broker account

8

statements, an authorized statement from the broker containing the transactional and holding
information found in a broker confirmation slip or account statement, or such other documentation
as is deemed adequate by Lead Counsel or the Claims Administrator; (c) if the person executing the
Claim Form is acting in a representative capacity, a certification of his, her, or its current authority to
act on behalf of the Spectrum Class Member must be included in the Claim Form to the satisfaction
of Lead Counsel or the Claims Administrator; and (d) the Claim Form must be complete and contain
no material deletions or modifications of any of the printed matter contained therein and must be
signed under penalty of perjury.
13.

Any Spectrum Class Member that does not timely and validly submit a Claim Form or

whose Claim is not otherwise approved by the Court: (a) shall be deemed to have waived his, her, or
its right to share in the Net Settlement Fund; (b) shall be forever barred from participating in any
distributions therefrom; (c) shall be bound by the provisions of the Stipulation and the Settlement
and all proceedings, determinations, orders, and judgments in the Action relating thereto, including,
without limitation, the Judgment and the Releases provided for therein, whether favorable or
unfavorable to the Spectrum Class; and (d) will be barred from commencing, maintaining, or
prosecuting any of the Released Plaintiffs' Claims against each and all of the Defendants' Releasees,
as more fully described in the Stipulation and Notice. Notwithstanding the foregoing, late Claim
Forms may be accepted for processing as set forth in paragraph 11 above.
14.

Exclusion From the Spectrum Class -Any member of the Spectrum Class who wishes

to exclude himself, herself, or itself from the Spectrum Class must request exclusion in writing within
the time and in the manner set forth in the Notice, which shall provide that: (a) any such request for
exclusion from the Spectrum Class must be mailed or delivered such that it is received no later than
February 22, 2022, to: Spectrum Brands Securities Litigation, EXCLUSIONS, c/o JND Legal

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Administration, P.O. Box 91362, Seattle, WA 98111 and (b) each request for exclusion must (i) state
the name, address, and telephone number of the person or entity requesting exclusion, and in the case
of entities, the name and telephone number of the appropriate contact person; (ii) state that such
person or entity "requests exclusion from the Spectrum Class in In re Spectrum Brands Securities
Litigation, Case No. l 9-cv-347-jdp"; (iii) state (A) the number of shares of Old Spectrum common

stock that the person or entity requesting exclusion owned as of the opening of trading on January 26,
2017; (B) the number of shares of Old Spectrum common stock that the person or entity requesting
exclusion purchased and sold during the period from January 26,2017 to July 13, 2018, including the
dates, number of shares, and prices of each such purchase and sale; and (C) the number of shares of
Spectrum common stock that the person or entity requesting exclusion purchased and sold during the
period from July 13, 2018 to November 19, 2018, including the dates, number of shares, and prices
of each such purchase and sale; and (iv) be signed by the person or entity requesting exclusion or an
authorized representative. A request for exclusion shall not be effective unless it provides all the
required information and is received within the time stated above, or is otherwise accepted by the
Court. Lead Counsel is authorized to request from any person or entity requesting exclusion additional
transaction information or documentation sufficient to prove his, her, or its holdings and trading in
Old Spectrum common stock or Spectrum common stock.
15.

Any person or entity who or which timely and validly requests exclusion in compliance

with the terms stated in this Order and is excluded from the Spectrum Class shall not be a Spectrum
Class Member, shall not be bound by the terms of the Settlement or any orders or judgments in the
Action related to the Settlement, and shall not receive any payment out of the Net Settlement Fund.
16.

Any Spectrum Class Member who or which does not timely and validly request

exclusion from the Spectrum Class in the manner stated in this Order: (a) shall be deemed to have

10

waived his, her, or its right to be excluded from the Spectrum Class; (b) shall be forever barred from
requesting exclusion from the Spectrum Class in this or any other proceeding; (c) shall be bound by
the provisions of the Stipulation and Settlement and all proceedings, determinations, orders, and
judgments in the Action, including, but not limited to, the Judgment and the Releases provided for
therein, whether favorable or unfavorable to the Spectrum Class; and (d) will be barred from
commencing, maintaining, or prosecuting any of the Released Plaintiffs' Claims against any of the
Defendants' Releasees, as more fully described in the Stipulation and Notice.
17.

Appearance and Objections at Settlement Fairness Hearing-Any Spectrum Class

Member who or which does not request exclusion from the Spectrum Class may enter an appearance
in the Action, at his, her, or its own expense, individually or through counsel of his, her, or its own
choice, by filing with the Clerk of Court and delivering a notice of appearance to both Lead Counsel
and Defendants' Counsel, at the addresses set forth in paragraph 18 below, such that it is received no
later than February 22, 2022. Any Spectrum Class Member who does not enter an appearance will be
represented by Lead Counsel.
18.

Any Spectrum Class Member who or which does not request exclusion from the

Spectrum Class may file a written objection to the proposed Settlement, the proposed Plan of
Allocation, and/or Lead Counsel's motion for attorneys' fees and Litigation Expenses and appear and
show cause, if he, she, or it has any cause, why the proposed Settlement, the proposed Plan of
Allocation, and/or Lead Counsel's motion for attorneys' fees and Litigation Expenses should not be
approved; provided, however, that no Spectrum Class Member shall be heard or entitled to contest the
approval of the terms and conditions of the proposed Settlement, the proposed Plan of Allocation,
and/or the motion for attorneys' fees and Litigation Expenses unless that person or entity has filed a

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written objection with the Court and served copies of such objection on Lead Counsel and Defendants'
Counsel at the addresses set forth below such that they are received no later than February 22, 2022.
Lead Counsel

Defendants' Counsel

Bernstein Litowitz Berger & Grossmann LLP
Katherine M. Sinderson, Esq.
1251 Avenue of the Americas, 44th Floor
New York, NY 10020

Paul, Weiss, Rifldnd, Wharton
& Garrison LLP
Richard A. Rosen, Esq.
1285 Avenue of the Americas
New York, NY 10019-6064

Copies of the objections must also be emailed to [e-mail] and [e-mail] by
no later than February 22, 2022.
19.

Any objections, filings, and other submissions by the objecting Spectrum Class Member

must: (a) identify the case name and docket number, In re Spectrum Brands Secmities Litigation, Case
No. I 9-cv-347-jdp; (b) state the name, address, and telephone number of the person or entity objecting
and must be signed by the objector; (c) state with specificity the grounds for the Spectrum Class
Member's objection, including any legal and evidentiary support the Spectrum Class Member wishes
to bring to the Court's attention and whether the objection applies only to the objector, to a specific
subset of the Spectrum Class, or to the entire Spectrum Class; and (d) include documents sufficient
to prove membership in the Spectrum Class, including documents showing (i) the number of shares
of Old Spectrum common stock that the objecting Spectrum Class Member owned as of the opening
of trading on Januaiy 26, 2017; (ii) the number of shares of Old Spectrum common stock that the
objecting Spectrum Class Member purchased and sold during the period from January 26, 2017 to
July 13, 2018, including the dates, number of shares, and prices of each such purchase and sale; and
(iii) the number of shares of Spectrum common stock that the objecting Spectrum Class Member
purchased and sold during the period from July 13, 2018 to November 19, 2018, including the dates,
number of shares, and prices of each such purchase and sale. Documentation establishing membership

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in the Spectrum Class must consist of copies of brokerage confirmation slips or monthly brokerage
account statements, or an authorized statement from the objector's broker containing the
transactional and holding information found in a broker confirmation slip or account statement.
Objectors who enter an appearance and desire to present evidence at the Settlement Fairness Hearing
in support of their objection must include in their written objection or notice of appearance the
identity of any witnesses they may call to testify and any exhibits they intend to introduce into
evidence at the hearing. It is within the Court's discretion to allow appearances at the Settlement
Fairness Hearing.
20.

Any Spectrum Class Member who or which does not make his, her, or its objection in

the manner provided herein shall be deemed to have waived his, her, or its right to object to any aspect
of the proposed Settlement, the proposed Plan of Allocation, and Lead Counsel's motion for an award
of attorneys' fees and Litigation Expenses and shall be forever barred and foreclosed from objecting to
the fairness, reasonableness, or adequacy of the Settlement, the Plan of Allocation, or the requested
attorneys' fees and Litigation Expenses, or from othe1wise being heard concerning the Settlement, the
Plan of Allocation, or the requested attorneys' fees and Litigation Expenses in this or any other
proceeding.
21.

Stay and Temporary Injunction - Until otheiwise ordered by the Court, the Court

stays all proceedings in the Action other than proceedings necessary to cany out or enforce the terms
and conditions of the Stipulation.
22.

Settlement Administration Fees and Expenses - All costs incurred in identifying

Spectrum Class Members and notifying them of the Settlement as well as in administering the
Settlement shall be paid as set forth in the Stipulation without further order of the Court.

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23.

Settlement Fund-The contents of the Settlement Fund held by Huntington National

Bank (which the Court approves as the Escrow Agent) shall be deemed and considered to be in custodia

legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as they
shall be distributed pursuant to the Stipulation and/or further order(s) of the Court.
24.

Taxes - Lead Counsel is authorized and directed to prepare any tax returns and any

other tax reporting form for or in respect to the Settlement Fund, to pay from the Settlement Fund
any Taxes owed with respect to the Settlement Fund, and to othetwise perform all obligations with
respect to Taxes and any reporting or filings in respect thereof without further order of the Court in a
manner consistent with the provisions of the Stipulation.
25.

Termination of Settlement - If the Settlement is terminated as provided in the

Stipulation, the Settlement is not approved, or the Effective Date of the Settlement otheiwise fails to
occur, this Order shall be vacated and rendered null and void, and shall be of no further force and
effect, except as otherwise provided by the Stipulation, and this Order shall be without prejudice to
the rights of Lead Plaintiffs, the other Spectrum Class Members, and Defendants, and Lead Plaintiffs
and Defendants shall revert to their respective positions in the Action as of immediately prior to the
execution of the Term Sheet on August 3, 2021, as provided in the Stipulation.
26.

Use of this Order - Neither this Order, the Term Sheet, the Stipulation (whether or

not consummated), including the exhibits thereto and the Plan of Allocation contained therein (or
any other plan of allocation that may be approved by the Court), the negotiations leading to the
execution of the Term Sheet and the Stipulation, nor any proceedings taken pursuant to or in
connection with the Term Sheet, the Stipulation, and/or approval of the Settlement (including any
arguments proffered in connection therewith): (a) shall be offered against any of the Defendants'
Releasees as evidence of, or construed as, or deemed to be evidence of any presumption, concession,

14

or admission by any of the Defendants' Releasees with respect to the truth of any fact alleged by Lead
Plaintiffs or the validity of any claim that was or could have been asserted or the deficiency of any
defense that has been or could have been asserted in this Action or in any other litigation, or of any
liability, negligence, fault, or other wrongdoing of any kind of any of the Defendants' Releasees or in
any way referred to for any other reason as against any of the Defendants' Releasees, in any arbitration
proceeding or other civil, criminal, or administrative action or proceeding, other than such proceedings
as may be necessary to effectuate the provisions of the Stipulation; (b) shall be offered against any of
the Plaintiffs' Releasees, as evidence of, or construed as, or deemed to be evidence of any presumption,
concession, or admission by any of the Plaintiffs' Releasees that any of their claims are without merit,
that any of the Defendants' Releasees had meritorious defenses, or that damages recoverable under
the Complaint would not have exceeded the Settlement Amount or with respect to any liability,
negligence, fault, or wrongdoing of any kind, or in any way referred to for any other reason as against
any of the Plaintiffs' Releasees, in any arbitration proceeding or other civil, criminal, or administrative
action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of
the Stipulation; or (c) shall be construed against any of the Releasees as an admission, concession, or
presumption that the consideration to be given hereunder represents the amount which could be or
would have been recovered after trial; provided, however, that if the Stipulation is approved by the Court,
the Parties and the Releasees and their respective counsel may refer to it to effectuate the protections
from liability granted hereunder or othe1wise to enforce the terms of the Settlement.

27.

Supporting Papers - Lead Counsel shall file and serve the opening papers in support

of the proposed Settlement, the proposed Plan of Allocation, and Lead Counsel's motion for an award
of attorneys' fees and payment of Litigation Expenses no later than February 7, 2022; and reply papers,
if any, shall be filed and served no later than March 4, 2022. Any motion for fees and expenses shall

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comply with the court's procedures on fee petitions, which are located on page 39 of the Preliminaiy
Pretrial Packet, Diet. 17. Any motion for fees and expenses shall comply with the court's procedures
on fee petitions, which are located on page 39 of the Preliminary Pretrial Packet, Diet. 17.
28.

Jurisdiction - The Court retains jurisdiction to consider all further applications arising

out of or connected with the proposed Settlement.
SO ORDERED this

/7 'fa/ day of ;{/J?-'/;;f(flp~ , 2021.

onorable James D. Peterson
United States District Judge

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