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Katz v. Oak Industries, Inc.

Delaware Court of Chancery
508 A.2d 873 (Del. 1986)


Katz (plaintiff) owned long-term debt securities in Oak Industries, Inc. (Oak) (defendant). There was nothing in Katz’s indenture that granted Katz the power to veto changes to the indenture or that proscribed Oak from trying to induce Katz and others to consent to such changes. Oak was in financial trouble so offered to exchange debentures such as Katz’s for notes and/or common stock. At about the same time, a third party, Allied-Signal, Inc., agreed to buy part of Oak’s business operations as well as 10 million shares of Oak common stock. A condition of the stock purchase agreement was that owners of at least 85 percent of all outstanding debt securities (such as Katz’s) had to accept Oak’s exchange offer. The payout under the exchange offer was lower than the face value, but higher than the market value of the debentures. The exchange offer was conditioned upon the debenture holder consenting to amendments to the underlying indentures. If accepted, the amendments would remove negotiated protections to debenture holders. Katz brought suit, claiming that the exchange offer was a “coercive device” and that a debenture holder was forced to accept its pairing with the consent solicitation, constituting a breach of contract. Katz moved for a preliminary injunction.

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