According to the Complaint, on August 29, 2017, the Company, Parent Entities, and the Lightfoot Entities announced that they had entered into a definitive agreement (“Merger Agreement”) under which Parent Entities and Lightfoot Entities will acquire all of the outstanding common units of MLP in an all-cash transaction (the “Proposed Transaction”). If consummated, unitholders will receive $16.50 in cash for per common unit of MLP. The Proposed Transaction has an enterprise value of approximately $3.0 billion.
The Complaint alleges that on September 26, 2017, Defendants issued materially incomplete and misleading disclosures in the Schedule 14A Preliminary Proxy Statement (the “Proxy”) filed with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. According to the Complaint, the Proxy is deficient and misleading in that it fails to provide adequate disclosure of all material information related to the Proposed Transaction. Plaintiff alleges that Defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Proxy.