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BIG LOTS STORES v. BAIN CAPITAL FUND VII

C.A. No. 1081-N.

922 A.2d 1169 (2006)

BIG LOTS STORES, INC., Plaintiff, v. BAIN CAPITAL FUND VII, LLC, a Delaware Limited Liability Company; BCIP Associates II, a Delaware General Partnership; BCIP Trust Associates II, a Delaware General Partnership; BCIP Associates II-B, a Delaware General Partnership; BCIP Trust Associates II-B, a Delaware General Partnership; Sankaty High Yield Partnership II, L.P., a Delaware Limited Partnership; Michael L. Glazer, individually; Robert J. Feldman, individually; Joshua Beckenstein, individually; Matthew Levin, individually; and Robert White, individually, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: March 28, 2006.

Attorney(s) appearing for the Case

Norman M. Monhait, Rosenthal Monhait & Goddess, P.A. Wilmington, DE; Jeff J. Marwil, Barry Sullivan, James A. McKenna, Anders C. Wick, Jenner & Block, LLP, Chicago, IL, for the Plaintiff.

Robert K. Payson, Kevin R. Shannon, Bradley W. Voss, Potter Anderson & Corroon, LLP, Wilmington, DE; John K. Villa, Steven M. Farina, Williams & Connolly, LLP, Washington, DC, for the Bain Defendants and the Bain Director Defendants.

Lewis H. Lazarus, Thomas E. Hanson, Jr., Morris, James, Hitchens & Williams, LLP, Wilmington, DE; Thomas O. Kuhns, P.C, Thomas L. Campbell, Benjamin W. Hulse, Kirkland & Ellis, LLP, Chicago, IL, for Defendant Michael Glazer.

Barry M. Klayman, Wolf, Block, Schorr and Solis-Cohen, LLP, Wilmington, DE; Mitchell H. Kaplan, Wendy S. Plotkin, Choate, Hall & Stewart, LLP, Boston, MA, for Defendant Robert J. Feldman.

OPINION AND ORDER

LAMB, Vice Chancellor.

In December 2000, in a sponsored management buyout transaction, a corporation sold a subsidiary business that operated a chain of toy stores. It received in exchange $257.1 million in cash and a deeply subordinated $45 million pay-in-kind note due in 2010. In 2002, the new owners refinanced the business and distributed approximately $120 million to the buyout...

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