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Blackmore Partners, L.P. v. Link Energy LLC

2005 WL 2709639 (2005)

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Blackmore Partners, L.P. v. Link Energy LLC

Delaware Chancery Court

2005 WL 2709639 (2005)

Facts

EOTT Energy Partners, L.P. (EOTT) filed for Chapter 11 bankruptcy and emerged from reorganization as Link Energy LLC (Link) (defendant). As part of the reorganization plan, Link issued $104 million in unsecured 9 percent notes (the notes) to pay holders of $235 million in 11 percent senior notes. The 11 percent senior noteholders also received 95 percent of new common units (i.e., stock), of which only 3 percent went to former holders of EOTT common units. Link struggled financially and accepted an acquisition offer from Plains All American Pipeline, L.P. (Plains) for $290 million. The Link board of directors (defendants) discussed and publicly announced their belief that the transaction was unlikely to provide any distribution to unit holders. Nevertheless, the board concluded that accepting Plains’s offer was in the best interests of Link as a whole. One of the unit holders, Blackmore Partners, L.P. (Blackmore), brought suit in the Delaware Chancery Court, asserting that Link and its directors had breached a fiduciary duty to the unit holders. An expert witness established that Link was insolvent at the time of the Plains transaction—a fact on which all parties agreed. Link and the directors moved for summary judgment.

Rule of Law

Issue

Holding and Reasoning (Lamb, J.)

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