United States District Court, D. Nevada
JOEL HOPKINS, Individually and On Behalf of All Others Similarly Situated, Plaintiff,
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.
COUNSEL: BRODSKY & SMITH, LLC Evan J. Smith Marc L.
JONES & COULTHARD LLP Michael J. Gayan Nevada Bar No.
11135 Attorneys for Plaintiff
COUNSEL: SIMPSON THACHER & BARTLETT LLP James G.
Kreissman Stephen P. Blake BROWNSTEIN HYATT FARBER SCHRECK,
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
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”);
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
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”);
on September 15, 2017, ClubCorp stockholders voted to approve
the Proposed Transaction;
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;
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
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”);
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
no class has been certified in the Action;
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 ...