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Hopkins v. Clubcorp Holdings, Inc.

United States District Court, D. Nevada

October 25, 2017

JOEL HOPKINS, Individually and On Behalf of All Others Similarly Situated, Plaintiff,
v.
CLUBCORP HOLDINGS, INC., JOHN A. BECKERT, DOUGLAS H. BROOKS, ERIC L. AFFELDT, JANET GROVE, JEFF LAMB, LOU J. GRABOWSKY, EMANUEL R. PEARLMAN, MARGARET SPELLINGS, WILLIAM E. SULLIVAN, SIMON M. TURNER, CONSTELLATION CLUB PARENT, INC., CONSTELLATION MERGER SUB INC., and APOLLO GLOBAL MANAGEMENT, LLC, Defendants.

          OF COUNSEL: BRODSKY & SMITH, LLC Evan J. Smith Marc L. Ackerman

          KEMP, JONES & COULTHARD LLP Michael J. Gayan Nevada Bar No. 11135 Attorneys for Plaintiff

          OF COUNSEL: SIMPSON THACHER & BARTLETT LLP James G. Kreissman Stephen P. Blake BROWNSTEIN HYATT FARBER SCHRECK, LLP

         Kirk B. Lenhard, Esq., NV Bar No. 1437 Maximilien D. Fetaz, Esq., NV Bar No. 12737 Attorneys for Defendants Clubcorp Holdings, Inc., John A. Beckert, Douglas H. Brooks, Eric L. Affeldt, Janet Grove, Jeff Lamb, Lou J. Grabowsky, Emanuel R. Pearlman, Margaret Spellings, William E. Sullivan, Simon M. Turner, Constellation Club Parent, Inc., and Constellation Merger Sub Inc.

          STIPULATION OF DISMISSAL

         WHEREAS, on August 11, 2017, plaintiff Joel Hopkins (“Plaintiff”) filed the above-captioned action (the “Action”) challenging the disclosures made by ClubCorp Holdings, Inc. (“ClubCorp”) in connection with the proposed acquisition of ClubCorp by funds managed by affiliates of Apollo Global Management, LLC (“Apollo Global”), Constellation Club Parent, Inc. (“Parent”) and Constellation Merger Sub Inc. (“Merger Sub, ” and together with Parent and Apollo Global, “Apollo”), pursuant to a definitive agreement and plan of merger filed with the United States Securities and Exchange Commission (“SEC”) on July 9, 2017 (the “Transaction”);

         WHEREAS, the Action asserts claims for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with ClubCorp's Preliminary Proxy Statement on Schedule 14A filed with the SEC on July 26, 2017 and the Definitive Proxy Statement on Schedule 14A filed with the SEC on August 8, 2017 (collectively, the “Proxy Statement”);

         WHEREAS, on September 6, 2017, ClubCorp filed a Form 8-K that contained a supplement to the Definitive Proxy Statement that included certain additional information relating to the Transaction (the “Supplemental 8-K”);

         WHEREAS, on September 15, 2017, ClubCorp stockholders voted to approve the Proposed Transaction;

         WHEREAS, based on his review and analysis of the above disclosures, among other things, Plaintiff has determined to dismiss his Complaint as moot and/or not proceed on the remaining claims;

         WHEREAS, Defendants expressly deny that Plaintiff ever asserted any viable claim that could now be considered moot, but concur that such dismissal is appropriate because no viable claim exists;

         WHEREAS Plaintiff believes that the Supplemental 8-K mooted claims set forth by Plaintiff in the Complaint, and further believes that the prosecution of the Action caused the disclosure of certain material information in the Supplemental 8-K which benefited shareholders. As a result, plaintiff believes that his counsel are entitled to assert a claim for attorneys' fees and expenses based on mootness grounds (the “Mootness Fee Claim”);

         WHEREAS, Defendants maintain that they have diligently complied with all of their legal obligations, and expressly deny that the Complaint states any claim, that they committed or aided and abetted in any violation of law or engaged in any wrongful acts alleged in the Complaint, that the Action caused the disclosure of material information or obtained a benefit for shareholders, and that Plaintiff or his counsel is entitled to any attorneys' fees or expenses on any ground. Defendants accordingly reserve all rights, arguments, and defenses, including the right to oppose any Mootness Fee Claim;

         WHEREAS, no class has been certified in the Action;

         WHEREAS, for the avoidance of doubt, no compensation in any form has passed directly or indirectly to Plaintiff or his attorneys and no promise, understanding, or agreement to give any such compensation has been made, nor have the parties had ...


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