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EDGEWATER GROWTH CAPITAL PARTNERS LP v. H.I.G. CAPITAL, INC.

C.A. No. 3601-CS.

EDGEWATER GROWTH CAPITAL PARTNERS LP and EDGEWATER PRIVATE EQUITY FUND III LP, Plaintiffs, v. H.I.G. CAPITAL, INC., BAYSIDE CAPITAL LLC, PALOMA VALUE HOLDING, LLC, COLORADO COMMERCIAL FINANCE LLC, MIDWEST ATM FUNDING LLC, PENDUM ACQUISITION, INC., PENDUM LLC, JOHN BOLDUC, SEAN OZBOLT, DENNIS SIMON, ALEXANDER STEVENSON, CHRISTOPHER DAVINO, J.G. BALL, and MARK HOPPE, Defendants. COLORADO COMMERCIAL FINANCE LLC, Defendant-Counterclaim Plaintiff, v. EDGEWATER GROWTH CAPITAL PARTNERSLP, Plaintiff-Counterclaim Defendant.

Court of Chancery of Delaware.

Decided: February 28, 2013.

Attorney(s) appearing for the Case

Peter B. Ladig, Esquire , MORRIS JAMES LLP, Wilmington Delaware; Margo Wolf O'Donnell, Esquire , M. Derek Zolner, Esquire , VEDDER PRICE P.C., Chicago, Illinois, Attorneys for Plaintiff-Counterclaim Defendant Edgewater Growth Capital Partners LP and Plaintiff Edgewater Private Equity Fund III LP.

Peter J. Walsh, Esquire , Jeremy W. Ryan, Esquire , Daniel A. Mason, Esquire , Ryan T. Costa, Esquire , POTTER ANDERSON & CORROON LLP, Wilmington, Delaware, Attorneys for Defendants H.I.G. Capital, Inc., Bayside Capital LLC, Paloma Value Holding, LCC, Midwest ATM Funding LLC, Pendum Acquisition, Inc., Pendum LLC, John Bolduc, Sean Ozbolt, Dennis Simon, Alexander Stevenson, Christopher Davino, J.G. Ball, and Mark Hoppe and Defendant-Counterclaim Plaintiff Colorado Commercial Finance LLC.

OPINION

STRINE, Chancellor.

I. Introduction

An ambitious private equity firm, Edgewater Growth Capital Partners LP ("Edgewater"), invested in several businesses that were involved in providing services to companies operating automated teller machines and put them together in one company called "Pendum." Edgewater wrote a relatively small equity check and saddled the acquired company with the obligation to pay back a heavy load...

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