This website has been established to provide general information related to the proposed settlement of the Venoco Inc. ("Venoco" or the "Company") Shareholder Litigation. The capitalized terms used on this website, and not defined herein, have the same meanings ascribed to them in the Stipulation and Agreement of Compromise and Settlement (the "Stipulation") dated March 16, 2016. The Stipulation, as well as the Notice of Pendency of Class Action, Proposed Settlement of Class Action and Settlement Hearing (the "Notice) can be found and downloaded by clicking on the "Case Documents" tab above.
This is a class action litigation currently pending before the Honorable Sam Glasscock III in the Court of Chancery of the State of Delaware (the “Court”). The litigation, which is known as In re Venoco, Inc. Shareholder Litigation, No. C.A. No. 6825-VCG, challenges the buyout (the "Buyout") of the public shares of Venoco by the Company's controlling shareholder, which took place in 2012. The Court appointed the law firms Wolf Popper LLP and Robbins Arroyo LLP as plaintiffs' Co-Lead Counsel to represent the Plaintiffs and all other Class Members in the litigation.
Under the terms of the Settlement, which are described in more detail below and in the Notice, Venoco and/or Defendants’ insurers are required to pay nineteen million dollars ($19,000,000) (the “Settlement Amount”), the net amount (after fees and expenses) of which will be distributed on a pro rata basis to those former shareholders of Venoco who were cashed out in the Buyout and who submit valid proof of claim forms, as described below.
On January 16, 2012, Venoco announced that its Board of Directors (the “Board”) had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Denver Parent, Merger Sub, and defendant Marquez, whereby defendant Marquez would acquire approximately 49% of common stock of Venoco that he did not already control for $12.50 per share in cash (the “Acquisition”). This announcement came after defendant Marquez sent a proposal to the Company’s Board on August 26, 2011 (the “Proposal Letter”).
Beginning on August 31, 2011, a number of lawsuits were filed against Venoco, Marquez and the Board, alleging that the Board breached its fiduciary duties in connection with the Acquisition and that Venoco and Marquez aided and abetted such breaches.
On February 13, 2012, Venoco filed a Schedule 14A Preliminary Proxy Statement (the “Preliminary Proxy”) with the United States Securities and Exchange Commission (“SEC”), which recommended that Venoco’s public shareholders vote in favor of the Acquisition. The same day, Venoco also filed a Schedule 13E-3, which included presentations made by the Company’s financial advisor Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Board in connection with the Acquisition.
On February 27, 2012, the Court entered an Order of Consolidation and Appointment of Lead Plaintiffs and Co-Lead Counsel, which, among other things, Wolf Popper LLP and Robbins Arroyo LLP as plaintiffs’ Co-Lead Counsel, and Rosenthal, Monhait & Goddess, P.A. and Cooch and Taylor PA as plaintiffs’ Co-Liaison Counsel.
On March 30, 2012, Lead Plaintiffs filed a Motion for Preliminary Injunction requesting that the Court enjoin Defendants and all persons acting in concert with them from proceeding with, consummating, or otherwise closing the proposed Acquisition.
Between April 2, 2012, and April 23, 2012, the Parties engaged in expedited discovery in anticipation of Lead Plaintiffs’ motion for a preliminary injunction, which was scheduled to be heard on May 9, 2012, and subsequently rescheduled for May 18, 2012.
After the substantial completion of expedited discovery, which included Plaintiffs obtaining documents from Defendants and taking the depositions of Defendants Walker and Marquez, Venoco’s Chief Financial Officer, and one of the Board’s financial advisors, on April 25, 2012, Lead Plaintiffs withdrew their preliminary injunction motion.
On May 3, 2012, Venoco filed a Definitive Proxy Statement (the “Proxy”) with the SEC in connection with the Transaction.
On June 5, 2012, the shareholder vote took place and the Acquisition was approved by a majority of all outstanding shares and a majority of the outstanding shares not owned by Marquez and his affiliates or any director, officer, or employee of Venoco or its subsidiaries. On October 3, 2012, the Acquisition closed.
On March 15, 2013, Lead Plaintiffs filed a Verified Consolidated Amended Class Action Complaint (“First Amended Complaint”) in the Court, alleging, among other things, that the Board and the Special Committee breached their fiduciary duties in connection with the Acquisition and that Denver Parent and Merger Sub aided and abetted such breaches.
On May 15, 2013, defendants Marquez, Denver Parent, and Merger Sub filed an Answer to Verified Consolidated Amended Class Action Complaint with the Court. On May 15, 2013, Venoco filed an Answer to Verified Consolidated Amended Class Action Complaint with the Court. On May 17, 2013, defendants Reed and Walker filed an Answer to Verified Consolidated Amended Class Action Complaint with the Court. On May 29, 2013, defendants Snell, McFarland, Scoggins, and Lucas filed an Answer to Verified Consolidated Amended Class Action Complaint with the Court.
The Parties engaged in extensive discovery efforts, including taking depositions and serving and responding to requests for production of documents and interrogatories, service of Subpoenas Duces Tecum and Subpoenas Ad Testificandum directed to numerous third parties.
Throughout the course of the Consolidated Action, Defendants and third parties produced, and Lead Counsel and other plaintiffs’ counsel reviewed, over 220,000 pages of documents, including, Board and Special Committee meeting minutes, bankers’ presentations, projected financial information, and emails, and Lead Counsel and other plaintiffs’ counsel took sixteen depositions of Defendant and third-party witnesses. Defendants took the depositions of both Lead Plaintiffs.
On January 27, 2014, the Parties stipulated to an order of class certification. On January 28, 2014, the Court entered an Order of Class Certification, which certified a class defined as “all persons who held shares of stock of Venoco (excluding Defendants named in this lawsuit and their immediate family members, any entity controlled by any of the Defendants, and any successors in interest thereto, as well as any stockholders who properly exercised appraisal rights pursuant to General Corporation Law of the State of Delaware, Section 262, with respect to their appraisal claims only) at any time during the period from and including May 1, 2011, through October 3, 2012, the date the Acquisition closed.”
From February 13, 2015 through March 24, 2015, the Parties exchanged expert reports and rebuttal reports. On April 2 and 3, 2015, depositions of the Parties’ experts took place.
On June 11, 2015, the Parties conducted a mediation with the Honorable Layn R. Phillips (Ret.). The Parties held a follow-up mediation on July 2, 2015. Between July 2015 and January 2016, the Parties continued, with the assistance of mediators, to explore potential resolution of the Consolidated Action.
On September 18, 2015, defendants Marquez and Denver Parent filed a Motion for Partial Summary Judgment and the Special Committee Defendants filed a Motion for Summary Judgment.
On February 4, 2016, the Parties held another follow-up mediation with the Honorable Layn R. Phillips (Ret.). On February 11, 2016, after arm’s-length negotiations with the guidance of the mediator, the Parties reached an agreement-in-principle to settle the Consolidated Action and resolve Lead Plaintiffs’ claims on the basis that Defendants and/or their insurers would pay $19 million for the benefit of the Class; and, in the event that Venoco did not file for bankruptcy, defendant Marquez would provide 25% of his equity interest in Venoco to the Class.
On March 15, 2016, the Parties entered into the Stipulation, which reflected the terms and conditions of the agreement-in-principle that was reached on February 11, 2016. The Stipulation was filed with the Court on March 16, 2016. On March 18, 2016, Venoco filed for bankruptcy in the U.S. Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On July 13, 2016, the Bankruptcy Court provided its approval of the Settlement.
The Class is defined as all persons or entities who held shares of Venoco common stock (or any interest therein), either of record or beneficially, for all persons or entities who held shares of Venoco common stock (or any interest therein), either of record or beneficially, for the period from and including May 1, 2011, through and including October 3, 2012, including any and all of their respective successors-in-interest, successors, predecessors-in-interest, predecessors, representatives, trustees, executors, administrators, estates, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them; provided, however, that excluded from the Class are Defendants, members of the immediate family of any Defendant, any entity in which a Defendant has or had a controlling interest, Venoco, Marquez, Denver Parent, Merger Sub, and persons who were officers of Venoco during the Class Period, as well as the legal representatives, heirs, successors, or assigns of any such excluded person.
Although the information on this website is intended to assist you, it does not replace the information contained in the Notice and the Stipulation, both of which can be found and downloaded from this website. We recommend that you read the Notice and other relevant case documents carefully.
|Submit a Claim Form||The only way to be eligible to receive a payment from the Settlement. Proof of Claim forms must be postmarked or submitted online on or before December 5, 2016. Only those Members of the Class who held their shares on October 3, 2012, and were cashed out in the Merger on October 4, 2012, are eligible to receive a payment from the Settlement.|
|Object||Write to the Court about why you do not like the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees, costs, and expenses. You will still be a Member of the Class. Objections must follow the procedures and form described in the Notice and must be received by the Court and counsel on or before September 25, 2016.|
|Go to the Hearing on October 5, 2016||Ask to speak in Court about the fairness of the Settlement. Requests to speak must be received by the Court and counsel on or before September 25, 2016. You are not required to attend the Hearing.|
|Do Nothing||Receive no payment. You will, however, still be a Member of the Class, which means that you give up your right to ever be part of any other lawsuit against the Defendants or any other Released Party about the legal claims being resolved by this Settlement and you will be bound by any judgments or orders entered by the Court in the Litigation.|
|Submit a Claim Form||December 5, 2016|
|Object||September 25, 2016|
|Settlement Hearing||October 5, 2016 at 1:30 PM|