• Delaware Supreme Court
  • D66315
  • May 22 2014 (Date Decided)
The Supreme Court of Delaware affirmed the Court of Chancery's dismissal of claims Caspian Alpha Long Credit Fund L.P., Caspian Select Master Fund LTD., Caspian Capital Partners L.P. and Mariner LDC (collectively, "Caspian") brought against GS Mezzanine Partners 2009 L.P. and GS Mezzanine Partners V L.P. (collectively, "GS Mezzanine"). An issuer had issued notes through a private placement under an indenture between the issuer and Wells Fargo Bank NA, as Trustee. As part of a financial restructuring, the issuer proposed amendments to the indenture that a majority of the noteholders approved. GS Mezzanine owned a majority of the notes and voted in favor of the amendments. Caspian, a dissenting noteholder, brought suit contending that it was injured by the amendments to the indenture. The court of chancery granted GS Mezzanine's motion to dismiss the claims, finding that Section 6.06 of the indenture could not reasonably be read to provide Caspian with a basis to sue GS Mezzanine for voting to approve the amendments.

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