The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear. Because this website is just a summary, you should review the Notice for additional details.
Summary of the Action and Settlement
This website relates to a stockholder class action (the "Action”) pending in the Court of Chancery of the State of Delaware (the “Court”). Plaintiff JB and Margaret Blaugrund Foundation (“Plaintiff”) alleged in the Action that (i) Defendants Guggenheim Funds Investment Advisors, LLC, Randall C. Barnes, Angela Brock-Kyle, Thomas F. Lydon, Jr., Ronald A. Nyberg, Sandra G. Sponem, Ronald E. Toupin, Jr., and Amy J. Lee (collectively, “Defendants”) were grossly negligent and/or breached their fiduciary duties by causing the Fiduciary/Claymore Energy Infrastructure Fund (“FMO”) to over-leverage its assets; (ii) Defendants had chosen the March 7, 2022 merger of FMO with Kayne Anderson Energy Infrastructure Fund ("KYN") (the “Merger”) because it allowed them to avoid personal liability that may have arisen from claims related to the tax expenses FMO had incurred; and (iii) Defendants’ choice to pursue the Merger instead of a liquidation of FMO was not in the best interest of FMO’s stockholders and was a violation of their fiduciary duties to the stockholders. The relief sought by Plaintiff included (i) damages for the monetary losses incurred by FMO and caused by the misconduct alleged in the Complaint; and (ii) the injunction of the stockholder vote on the Merger and its closing.
Plaintiff, on behalf of itself and the other members of the Settlement Class (as defined below), and Defendants have reached a proposed settlement of the Action for $18,800,000 in cash (the “Settlement”). The proposed Settlement, if approved by the Court, will resolve all claims in the Action.
If you are a member of the Settlement Class, you are subject to the Settlement. The Settlement Class preliminarily certified by the Court solely for purposes of the Settlement consists of:
All holders of FMO common shares of beneficial interest as of the closing of the Merger, whose shares were converted into shares of KYN common stock, including their legal representatives, heirs, successors-in-interest, transferees, and assignees of all such foregoing holders.
Excluded from the Settlement Class are (i) Defendants and any other persons or entities named as defendants in this Action; (ii) any person who is, or was at the time of the Merger, a trustee, officer, director, or partner of FMO; (iii) the immediate family members of any of (i) or (ii) above; (iv) any trusts, estates, entities, or accounts that held FMO common shares for the benefit of any of (i), (ii), or (iii) above; (v) Defendants’ directors and officers and/or errors and omissions liability insurance carriers, and any parents, affiliates, or subsidiaries thereof; and (vi) the legal representatives, heirs, successors-in-interest, successors, transferees, and assigns of the foregoing.
Please Note: The Settlement Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Settlement Class.
Please read the Notice to fully understand your rights and options. A copy of the Notice can be found in the menu at the top of this page.
Payments to Eligible Class Members will be made only if the Court approves the Settlement and a Plan of Allocation, and only after any appeals are resolved. Please be patient, as this process will take some time to complete.
| YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT: |
| RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. |
If you are a member of the Settlement Class, you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. If you are eligible for a distribution from the Settlement, it will be paid to you directly. See paragraphs 44-54 of the Notice for further discussion. |
| OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN JUNE 24, 2024. |
If you are a member of the Settlement Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses, including Plaintiff’s application for an incentive award, you may write to the Court and explain the reasons for your objection. |
| ATTEND A HEARING ON JULY 9, 2024, AT 1:30 PM, AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN JUNE 24, 2024. |
Filing a written objection and notice of intention to appear that is received by June 24, 2024, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the July 9, 2024 hearing may be conducted by telephone or videoconference (see paragraphs 61-62 of the Notice). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection. |
How do I obtain more information?
Detailed information about the Settlement is contained in the Notice, a copy of which can be found in the menu at the top of this page. Additional information can also be obtained by contacting the Settlement Administrator by calling toll-free 1-855-208-4128 or emailing info@FMOStockholdersLitigation.com or mailing a letter to:
FMO Stockholders Litigation
c/o JND Legal Administration
P.O. Box 91400
Seattle, WA 98111
Inquiries should NOT be directed to the Court or the Clerk of the Court.
© JND Legal Administration. All rights reserved.
