On January 15, 2009, the Delaware Court of Chancery dismissed Alliance Data System's (ADS) complaint alleging breach of contract claims against entities affiliated with The Blackstone Group. The suit arose from Blackstone's unsuccessful attempt to acquire ADS. The nearly $8 billion transaction, which was announced in May 2007 and scheduled to be consummated by April 2008, ultimately did not close due to the parties' failure to obtain approval from the Office of the Comptroller of the Currency (OCC).
After initially filing suit in January 2008 and voluntarily withdrawing the suit less than two weeks later, ADS sued the Blackstone acquisition entities following termination of the merger in April 2008 and sought to recover the $170 million merger agreement termination fee. ADS claimed that the acquisition entities did not use their reasonable best efforts to force certain Blackstone parent entities, who had not signed the merger agreement, to accede to the OCC's demands and further claimed that the merger agreement contemplated that the non-party Blackstone parent entities would provide the financial support requested by the OCC. In dismissing the claims with prejudice, the court held that the Blackstone parent entities clearly had no obligation to accede to the OCC's demands under the merger agreement. The court, in its 42-page opinion, further found that the Blackstone acquisition entities did not breach any contractual provisions by failing to force the parent entities to commit additional financial support to the transaction.
To read more about this litigation in the Am Law Litigation Daily, please click here.
The litigation team representing Blackstone includes Bruce D. Angiolillo, Jonathan K. Youngwood, Paul C. Gluckow, Eric M. Albert, Alan C. Turner, Ryan A. Kane, Ian Dattner, and Ann Marie Rosas, with valuable assistance from paralegal Doug Henderson.
The corporate team representing Blackstone on the transaction included Wilson S. Neely, John L. Walker, Elizabeth A. Cooper and Ellen D. Rosenberg.