Post on 26-May-2020
EXHIBIT 1
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 1 of 102
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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ERROL RUDMAN and RUDMAN
PARTNERS LP, On Behalf of Themselves and
All Others Similarly Situated,
Plaintiffs,
-against-
CHC GROUP LTD., WILLIAM J. AMELIO,
JOAN S. HOOPER, REBECCA CAMDEN,
WILLIAM E. MACAULAY, JONATHAN
LEWIS, KENNETH W. MOORE, J.P.
MORGAN SECURITIES LLC, BARCLAYS
CAPITAL INC., UBS SECURITIES LLC,
HSBC SECURITIES (USA) INC., RBC
CAPITAL MARKETS, LLC, WELLS FARGO
SECURITIES, LLC, BNP PARIBAS
SECURITIES CORP., STANDARD BANK
PLC, CORMARK SECURITIES (USA) LTD.,
COWEN AND COMPANY, LLC,
RAYMOND JAMES & ASSOCIATES, INC.,
SIMMONS & COMPANY,
INTERNATIONAL, and TUDOR,
PICKERING, HOLT & CO. SECURITIES,
INC.
Defendants.
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15-cv-03773 [rel. 15-cv-03796] (LAK)
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STIPULATION OF SETTLEMENT
This Stipulation of Settlement, dated as of June 16, 2017 (the “Stipulation”), is made and
entered into pursuant to Rule 23 of the Federal Rules of Civil Procedure by and among the
following Settling Parties to the above-captioned action: (i) Lead Plaintiffs Errol Rudman and
Rudman Partners LP, on behalf of themselves and each of the Settlement Class Members (as
defined herein), by and through their counsel of record in the Action; and (ii) Defendants CHC
Group Ltd. (“CHC” or the “Company”), William J. Amelio, Joan S. Hooper, Rebecca Camden,
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William E. Macaulay, Jonathan Lewis, Kenneth W. Moore (collectively the “Individual
Defendants”), J.P. Morgan Securities LLC, Barclays Capital Inc., UBS Securities LLC, HSBC
Securities (USA) Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, BNP Paribas
Securities Corp., Standard Bank Plc, Cormark Securities (USA) Ltd., Cowen and Company,
LLC, Raymond James & Associates, Inc., Simmons & Company, International (Piper Jaffray &
Co., as successor in interest) and Tudor, Pickering, Holt & Co. Securities, Inc. (the “Underwriter
Defendants”), by and through their respective counsel of record in the Action. Upon and subject
to the terms and conditions hereof, Lead Plaintiffs, on behalf of themselves and Settlement Class
Members, on the one hand, and each of the Defendants, on the other hand, intend this settlement
to fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined
herein) against the Released Persons (as defined herein), subject to the approval of the Court and
upon the terms and conditions set forth in this Stipulation.
I. THE LITIGATION
On April 17, 2015, Peter McCrory filed a complaint in the Supreme Court of the State of
New York, County of New York, alleging violations of sections 11, 12(a)(2), and 15 of the
Securities Act of 1933 (the “Securities Act”) against the Defendants in connection with CHC’s
January 16, 2014 initial public offering (“IPO”) (the “McCrory Action”). On May 15, 2015, the
McCrory Action was removed to the United States District Court for the Southern District of
New York, and captioned McCrory v. CHC Group Ltd. et al., 15-cv-3796.1 On May 15, 2015,
Errol Rudman and Rudman Partners LP filed a complaint in the United States District Court for
the Southern District of New York, captioned Rudman, et al. v. CHC Group, et al., 15-cv-3777
(the “Rudman Action”), which also alleged violations of sections 11, 12(a)(2), and 15 of the
1 Although McCrory moved to remand the case to state court, that motion was later withdrawn.
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Securities Act against the Defendants in connection with the IPO. By order dated September 21,
2015, the District Court consolidated the McCrory Action and the Rudman Action and appointed
Errol Rudman and Rudman Partners L.P. as Lead Plaintiffs in Case No. 15 Civ. 3773. In the
same order, the District Court appointed Kirby McInerney LLP as lead counsel for the putative
class in the Consolidated Action (the “Action”). On November 6, 2015, Lead Plaintiffs filed a
Consolidated Amended Class Action Complaint (the “Complaint”).
On December 18, 2015, Defendants jointly moved to dismiss the Complaint (the “Motion
to Dismiss”). On January 29, 2016, Lead Plaintiffs filed their Opposition to the Motion to
Dismiss. On February 19, 2016, Defendants filed a joint reply in support of the Motion to
Dismiss.
On May 11, 2016, CHC filed a suggestion of bankruptcy and notice of operation of
automatic stay, notifying the Court that voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code were filed by CHC and its affiliated debtors in the United States Bankruptcy
Court for the Northern District of Texas and that, therefore, the Action was stayed as against
CHC pursuant to Bankruptcy Code section 362(a) as of May 5, 2016, the petition date.
The Parties (as defined herein) thereafter agreed to attend a mediation session conducted
by a third-party neutral, Lawrence Pollack, Esq. The in-person mediation session was held on
October 20, 2016.
On November 7, 2016, the Court entered its Memorandum Opinion granting the Motion
to Dismiss as against all defendants except CHC and denied as to CHC only on the ground that
the continuation of the Action was precluded by 11 U.S.C. § 362(a).2
2 Lead Plaintiffs filed a Notice of Appeal on December 7, 2016 (ECF No. 56).
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On or about November 28, 2016, the Parties came to agreement in principle to settle the
Released Claims (as defined herein) against the Released Persons (as defined herein) for the
Settlement Amount (as defined herein). This agreement came after extensive negotiations both
before and after the Court’s November 7, 2016 Memorandum Opinion.
II. CLAIMS OF PLAINTIFFS AND BENEFITS OF SETTLEMENT
Lead Plaintiffs believe that the claims asserted in the Complaint have merit. However,
Lead Plaintiffs and Lead Counsel recognize and acknowledge the expense and length of
continued proceedings necessary to prosecute the Action against Defendants, most notably the
risk and expense associated with appealing the November 7, 2016 Order dismissing the
Complaint in its entirety as both untimely and for failure to state a claim upon which relief can
be granted. Even if Lead Plaintiffs were to succeed on appeal, there are risks and expense
associated with class certification, discovery, summary judgment, trial, post-trial motions, and
appeals. Lead Plaintiffs and Lead Counsel also have taken into account the uncertain outcome
and the risk of any litigation, especially in complex actions such as the Action, as well as the
difficulties and delays inherent in such litigation. Lead Plaintiffs and Lead Counsel also are
mindful of the inherent problems of proof, and possible defenses to the securities law violations
asserted in the Complaint. Lead Plaintiffs and Lead Counsel believe that the settlement set forth
in the Stipulation confers substantial benefits upon the Settlement Class (as defined herein).
Based on their evaluation, Lead Plaintiffs and Lead Counsel have determined that the settlement
set forth in the Stipulation is in the best interests of Lead Plaintiffs and the Settlement Class.
III. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY
Defendants have denied and continue to deny each and all of the claims alleged in the
Complaint. Defendants deny that they have committed or intended to commit any wrongdoing
or violations of law arising out of any of the conduct, statements, acts, or omissions alleged in
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the Complaint, and maintain that their conduct was at all times proper and in compliance with
applicable provisions of law. Defendants further deny that they made any material
misstatements or omissions in CHC’s Registration Statement, public filings, press releases, or
other public statements, that Lead Plaintiffs or the Settlement Class have suffered any damages,
that the prices of CHC securities were artificially inflated by reasons of alleged
misrepresentations, non-disclosures or otherwise, and that Lead Plaintiffs or the Settlement Class
were harmed by any conduct alleged in the Complaint or that could have been alleged therein.
Each of the Individual Defendants further asserts that, at all relevant times, they acted in good
faith and in a manner they reasonably believed to be in the best interests of the Company and its
shareholders. Each of the Underwriter Defendants further asserts that it had, after reasonable
investigation, reasonable grounds to believe, and did believe, that CHC’s Registration Statement
did not contain any materially misleading statement and that there was no omission to state a
material fact required to be stated therein or necessary to make the statements contained therein
not misleading. Defendants also believe that the Court’s November 7, 2016 Order was correct
and would be affirmed in all respects on appeal.
Defendants have nevertheless determined to settle the Action on the terms and conditions
set forth in this Stipulation to avoid the distraction, expense and uncertainty of any appeal or
further litigation and to put the Released Claims to rest finally and forever, without in any way
acknowledging any wrongdoing, fault, liability, or damages to Lead Plaintiffs and the Settlement
Class.
IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among
Lead Plaintiffs (on behalf of themselves and the Settlement Class Members) and Defendants, by
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and through their respective counsel or attorneys of record, that, subject to the approval of the
Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, the Action and the
Released Claims, and all matters encompassed within the scope of the releases set forth or
referenced in this Stipulation, shall be finally, fully, and forever compromised, settled, and
released, and the Action shall be dismissed with prejudice as to all Released Persons upon and
subject to the terms and conditions of the Stipulation, as follows:
1. Definitions
As used in the Stipulation the following terms have the meanings specified below:
1.1 “Action” means the case captioned Rudman v. CHC Group Ltd., et al., Civil
Action No. 15-CV-03773 [rel. 15-cv-03796] (LAK) in the United States District Court for the
Southern District of New York.
1.2 “Authorized Claimant” means any Settlement Class Member who files a timely
and valid claim form, in accordance with the requirements established by the District court, that
is approved for payment from the Net Settlement Fund, and whose claim for recovery has been
allowed pursuant to the terms of the Stipulation.
1.3 “Claims Administrator” means the firm of A.B. Data, Ltd.
1.4 “Complaint” or “CAC” means the Consolidated Amended Class Action
Complaint filed in the Action on November 6, 2015 (ECF No. 34), which is the operative
complaint in the Action.
1.5 “Defendants” means CHC, the Individual Defendants, and the Underwriter
Defendants.
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1.6 “Effective Date,” or the date upon which this settlement becomes “effective,”
means three (3) business days after the date by which all of the events and conditions specified in
¶ 7.1 have been met and have occurred.
1.7 “CHC” or the “Company” means CHC Group Ltd.
1.8 “Escrow Agent” means Kirby McInerney LLP or its successor(s).
1.9 “Final” means the time when the last of the following with respect to the
Judgment shall occur: (i) the Court has entered an order approving the settlement in all material
respects, including but not limited to certifying a Class for settlement purposes only, approving
the scope of the Releases, and entering the Judgment; (ii) the expiration of the time to file a
motion to alter or amend the Judgment under Federal Rule of Civil Procedure 59(e) without any
such motion having been filed or, if such a motion is filed, an order denying such motion; (iii)
the expiration of the time for the filing or noticing of any appeal from the Judgment (including
from any motion to alter or amend the Judgment) without appeal having been noticed or taken;
and (iv) if an appeal is taken, immediately after (a) the date of final dismissal of any appeal from
the Judgment or the final dismissal of any proceeding on certiorari to review the Judgment, or (b)
the date of final affirmance on appeal of the Judgment, the expiration of time for any further
judicial review whether by appeal, reconsideration or a petition for a writ of certiorari and, if
certiorari is granted, the date of final affirmance of the Judgment following review pursuant to
the grant. For purposes of this paragraph, an “appeal” shall include any petition for a writ of
certiorari or other writ that may be filed in connection with approval or disapproval of this
settlement, but shall not include any appeal which concerns only the issue of attorneys’ fees
and/or expenses, the Plan of Allocation of the Settlement Fund, or the procedures for
determining Authorized Claimants’ recognized claims; any proceeding or appeal pertaining
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solely to one or more of these excluded issues shall not in any way delay or affect the time set
forth above for the Judgment to become Final, or otherwise preclude the Judgment from
becoming Final.
1.10 “Immediate Family” means spouses, parents, grandparents, children, and
grandchildren.
1.11 “Individual Defendants” means William J. Amelio, Joan S. Hooper, Rebecca
Camden, William E. Macaulay, Jonathan Lewis, and Kenneth W. Moore.
1.12 “Judgment” means the Final Judgment and Order of Dismissal with Prejudice to
be rendered by the Court, substantially in the form attached hereto as Exhibit B or a judgment in
a form other than as provided in Exhibit B that is acceptable to all Settling Parties.
1.13 “Lead Counsel” means Kirby McInerney LLP.
1.14 “Lead Plaintiffs” means Errol Rudman and Rudman Partners LP.
1.15 “Net Settlement Fund” means the Settlement Fund less (i) any Court-awarded
attorneys’ fees, costs, and expenses; (ii) notice and administration costs; (iii) Taxes and Tax
Expenses; and (iv) other Court-approved deductions that occur before distribution of the
proceeds of the settlement to the Settlement Class.
1.16 “Parties” means the Lead Plaintiffs and the Defendants.
1.17 “Person” means an individual, corporation, partnership, limited partnership,
limited liability partnership, association, joint stock company, joint venture, limited liability
company, professional corporation, estate, legal representative, trust, unincorporated association,
government or any political subdivision or agency thereof, and any business or legal entity, and
their spouses, heirs, predecessors, successors, representatives, or assigns.
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1.18 “Plaintiffs” means Lead Plaintiffs and each Member of the Settlement Class, as
set forth in ¶ 1.26 below.
1.19 “Plan of Allocation” means a plan or formula of allocation of the Settlement Fund
whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of
expenses of notice and administration of the settlement, Taxes and Tax Expenses, and such
attorneys’ fees, costs, expenses, and interest, as well as Lead Plaintiffs’ expenses, if any, as may
be awarded by the Court. The Plan of Allocation is not part of the Stipulation and neither
Defendants nor their Related Parties shall have any responsibility or liability with respect thereto.
1.20 “Proof of Claim” means a Proof of Claim and Release to be submitted by
claimants, substantially in the form attached hereto as Exhibit A-3.
1.21 “Related Parties” means, with respect to the Defendants, each and all of their
respective past or present, direct or indirect parents, subsidiaries, affiliates, controlling or
majority shareholders (including each member of a control group), financial sponsors, successors
and assigns, and each and all of their respective past or present directors, officers, employees,
partners, members, principals, agents, underwriters, insurers, co-insurers, reinsurers, controlling
shareholders, attorneys, accountants, auditors, financial or investment advisors or consultants,
banks or investment bankers, personal or legal representatives, predecessors, successors, parents,
subsidiaries, divisions, joint ventures, assigns, spouses, heirs, executors, estates, administrators,
related or affiliated entities, affiliated funds, any entity in which a Defendant has a controlling
interest, any members of any Individual Defendant’s Immediate Family, or any trust of which
any Individual Defendant is the settlor or which is for the benefit of any Individual Defendant or
Individual Defendant’s Immediate Family.
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1.22 “Released Claims” means any and all claims, debts, demands, rights, liabilities,
and causes of action of every nature and description whatsoever (including, but not limited to,
any claims for damages, restitution, rescission, disgorgement, interest, attorneys’ fees, expert or
consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal,
state, local, statutory, common law, foreign law, or any other law, rule or regulation, whether
fixed or contingent, accrued or un-accrued, liquidated or unliquidated, at law or in equity,
matured or unmatured, including, without limitation, claims arising under the Securities Act and
claims arising under the Securities Exchange Act of 1934, whether class or individual in nature,
including both known claims and Unknown Claims (as defined in ¶ 1.33), whether or not
concealed or hidden, that (i) have been or could have been asserted in this Action or in the
Complaint by the Plaintiffs against any of the Released Persons (as defined below), or (ii) could
have been or in the future could be asserted in any other forum, whether foreign or domestic, by
the Plaintiffs and their present or past heirs, executors, estates, administrators, predecessors,
successors, assigns, parents, subsidiaries, associates, affiliates, directors, managing directors,
officers, employees, partners, principals, agents, members, managing members, controlling
shareholders, attorneys, accountants or auditors, financial and other advisors or consultants,
banks or investment bankers, personal or legal representatives, underwriters, insurers, co-
insurers, reinsurers, lenders, and any other representatives of any of these persons and entities,
against any of the Released Persons that arise out of, or are based upon or related in any way to:
(a) the IPO; (b) the allegations, transactions, facts, matters or occurrences, representations or
alleged omissions involved in the Action, or set forth or referred to in the Complaint, or (c) the
purchase, acquisition, disposition, sale or retention of, or other transaction in, CHC securities
during the Settlement Class Period, including, without limitation, claims that arise out of, are
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based upon or relate to in any way any disclosures, Securities and Exchange Commission
filings, press releases, registration statements, offering memoranda, or other public statements
by, on behalf of, attributable to or concerning CHC during the Class Period. “Released Claims”
further includes (i) any right to appeal the November 7, 2016 Order dismissing the Complaint in
its entirety and (ii) any and all claims arising out of, based upon or related in any way to the
settlement or resolution of the Action, except for any alleged breaches of this Stipulation.
1.23 “Released Persons” means each and all of the Defendants and their Related
Parties.
1.24 “Settlement Amount” means Three Million, Eight Hundred and Fifty Thousand
Dollars (US$3,850,000) in cash.
1.25 “Settlement Class” means, for settlement purposes only, all Persons (other than
those Persons who timely and validly request exclusion from the Settlement Class) who
purchased or otherwise acquired CHC securities pursuant and/or traceable to the Registration
Statement and accompanying documents issued in connection with CHC’s January 16, 2014 IPO
including CHC’s securities purchased in the IPO on or about January 16, 2014 or purchased on
the open market during the period from January 16, 2014 through July 10, 2014, inclusive.
Excluded from the Settlement Class are Defendants, members of the Individual Defendants’
Immediate Families, all current and former directors and officers of CHC during the class period,
any firm, trust, partnership, corporation or entity in which any Defendant has a controlling
interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any
such excluded person or entity. The foregoing exclusion shall not cover “Investment Vehicles,”
which for these purposes shall mean any investment company, pooled investment fund or
separately managed account (including, but not limited to, mutual fund families, exchange-traded
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funds, fund of funds, private equity funds, real estate funds, hedge funds, and employee benefit
plans) in which any Underwriter Defendant or any of its affiliates has or may have a direct or
indirect interest or as to which any Underwriter Defendant or any of its affiliates may act as an
investment advisor, general partner, managing member, or in other similar capacity (other than
an investment vehicle of which the Underwriter Defendant or any of its affiliates is a majority
owner or holds a majority beneficial interest and only to the extent of such Underwriter
Defendant’s or affiliate’s ownership or interest). Also excluded from the Settlement Class are
those Persons who submit valid and timely requests for exclusion from the Settlement Class
pursuant to the terms of this Stipulation and related Exhibits.
1.26 “Settlement Class Member” or “Member of the Settlement Class” means a Person
who falls within the definition of the Settlement Class as set forth in ¶ 1.25 above.
1.27 “Settlement Class Period” means the period between January 16, 2014 and July
10, 2014, inclusive.
1.28 “Settlement Fund” means the Settlement Amount plus all interest and accretions
thereto, and which may be reduced by payments or deductions as provided herein or by Court
order.
1.29 “Settling Parties” means, collectively, the Defendants and the Lead Plaintiffs on
behalf of themselves and the Settlement Class.
1.30 “Tax Expenses” means any tax-related expenses and costs incurred in connection
with the operation and implementation of ¶ 2.7, including, without limitation, expenses of tax
attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or
failing to file) the returns described in ¶ 2.7.
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1.31 “Taxes” means any taxes, including any estimated taxes, interest, or penalties,
arising with respect to the income earned by the Settlement Fund, including any taxes or tax
detriments that may be imposed upon the Defendants or their Related Parties or their counsel
with respect to any income earned by the Settlement Fund for any period during which the
Settlement Fund does not qualify as a “qualified settlement fund” for federal or state income tax
purposes.
1.32 “Underwriter Defendants” means J.P. Morgan Securities LLC, Barclays Capital
Inc., UBS Securities LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC, Wells
Fargo Securities, LLC, BNP Paribas Securities Corp., Standard Bank Plc, Cormark Securities
(USA) Ltd., Cowen and Company, LLC, Raymond James & Associates, Inc., Simmons &
Company, International (Piper Jaffray & Co., as successor in interest) and Tudor, Pickering, Holt
& Co. Securities, Inc.
1.33 “Unknown Claims” means any claims that Lead Plaintiffs or any Settlement Class
Member does not know or suspect to exist in his, her, or its favor at the time of the release of the
Released Persons that, if known by him, her, or it, would or might have affected his, her, or its
settlement with and release of the Released Persons, or would or might have affected his, her, or
its decisions with respect to this settlement.
Lead Plaintiff, on behalf of himself and the Settlement Class Members, further affirms,
and by operation of the Judgment the Settlement Class Members will be deemed to affirm, that
no fact, evidence, event or transaction currently unknown to them but that hereafter may become
known to them shall affect in any way or manner the final and unconditional nature of this
Release. Lead Plaintiff, on behalf of himself and the Settlement Class Members, further
acknowledges that he is familiar, and by operation of the Judgment the Settlement Class
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Members shall be deemed to be familiar, with the provisions of California Civil Code § 1542,
which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN THE CREDITOR'S FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY THE
CREDITOR, MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
Lead Plaintiff, on behalf of himself and the Settlement Class Members, being aware of
California Civil Code § 1542, hereby expressly waives, and by operation of the Judgment the
Settlement Class Members shall be deemed to have waived, any rights they may have
thereunder, as well as any other statutes or common law principles of similar effect.
Lead Plaintiffs and Settlement Class Members may hereafter discover facts in addition to
or different from those which he, she, or it now knows or believes to be true with respect to the
subject matter of the Released Claims, but Lead Plaintiffs upon the Effective Date shall
expressly, fully, finally, and forever settle and release and each Settlement Class Member, upon
the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully,
finally, and forever settled and released any and all Released Claims, known or unknown,
suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden,
which now exist, or heretofore have existed, upon any theory of law or equity now existing or
coming into existence in the future, including, but not limited to, conduct that is negligent,
intentional, with or without malice, or a breach of any duty, law or rule, without regard to the
subsequent discovery or existence of such different or additional facts. Lead Plaintiffs
acknowledge, and the Settlement Class Members shall be deemed by operation of the Judgment
to have acknowledged, that the inclusion of Unknown Claims in the definition of Released
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Claims was separately bargained for and a key element of the settlement of which this release is
a material and essential part.
2. The Settlement
The Settlement Fund
2.1 In full settlement of the Released Claims, CHC and its insurance carrier shall pay
or cause to be paid the Settlement Amount (US $3,850,000 in cash), as directed by the Escrow
Agent, no later than ten (10) business days after (i) the Court conditionally certifies the
Settlement Class for settlement purposes only, approves of the forms for mailed and published
notice of the settlement provided for in the Stipulation, authorizes the mailing and publication of
these notices, and schedules the Settlement Hearing (as defined in ¶ 3.4 below) and (ii)
Defendants’ receipt of all required payment information from Lead Counsel, including adequate
wire instructions and a completed Form W-9. If the entire Settlement Amount is not timely
transferred to an account or accounts established by the Escrow Agent, Plaintiffs may terminate
the settlement if (i) Lead Counsel has notified Defendants’ counsel in writing of Plaintiffs’
intention to terminate the settlement, and (ii) the entire Settlement Amount is not transferred to
the account or accounts established by the Escrow Agent within ten (10) days after Lead Counsel
has provided such written notice.
The Escrow Agent
2.2 The Escrow Agent shall invest the Settlement Amount deposited in accounts at
Citibank, N.A. (each to be entitled the “CHC Securities Litigation Settlement Fund” under its
own U.S. tax identification number) in short term United States agency or Treasury securities (or
a mutual fund invested solely in such instruments), or other instruments backed by the full faith
and credit of the United States Government or an agency thereof, or fully insured by the United
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States Government or an Agency thereof, and shall reinvest the proceeds of these instruments as
they mature in similar instruments at their then-current market rates except that any residual cash
balances of $250,000 or less may be deposited in a bank account insured to the extent possible
by the Federal Deposit Insurance Corporation and any interest earned on that residual balance
shall be part of the Settlement Fund. All risks related to the investment of the Settlement Fund in
accordance with the investment guidelines set forth in this paragraph shall be borne by the
Settlement Fund and the Released Persons shall have no responsibility for, interest in, or liability
whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any
transactions executed by the Escrow Agent.
2.3 The Escrow Agent shall not disburse the Settlement Fund except as provided in
the Stipulation, by an order of the Court, or with the written agreement of the Settling Parties’
counsel.
2.4 Subject to further order(s) and/or directions as may be made by the Court, or as
provided in the Stipulation, the Escrow Agent is authorized to execute such transactions that are
consistent with the terms of the Stipulation.
2.5 All funds held by the Escrow Agent shall be deemed and considered to be in
custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such
time as such funds shall be distributed or returned pursuant to the Stipulation and/or further
order(s) of the Court.
2.6 Without further order of the Court, the Settlement Fund may be used by Lead
Counsel to pay reasonable costs and expenses actually incurred in connection with providing
notice to the Settlement Class, locating Settlement Class Members, soliciting claims, assisting
with the filing of claims, administering and distributing the Net Settlement Fund to Authorized
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Claimants, processing Proof of Claim forms, and paying escrow fees and costs, if any. In no
event shall the Released Persons have any responsibility or liability for the administration of the
Settlement Fund. Notwithstanding the foregoing, prior to the Effective Date, payment out of the
Settlement Fund of any costs and/or expenses identified in this ¶ 2.6 exceeding $200,000 shall be
subject to Court approval.
Taxes
2.7 (a) The Settling Parties and the Escrow Agent agree to treat the Settlement
Fund as being at all times a “qualified settlement fund” within the meaning of Treas. Reg.
§ 1.468B-1. In addition, the Escrow Agent shall timely make such elections as necessary or
advisable to carry out the provisions of this ¶ 2.7, including the “relation-back election” (as
defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such elections shall be
made in compliance with the procedures and requirements contained in such regulations. It shall
be the responsibility of the Escrow Agent, or its designated agent the Claims Administrator, to
timely and properly prepare and deliver the necessary documentation for signature by all
necessary parties, and thereafter to cause the appropriate filing to occur.
(b) For the purpose of § 1.468B of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, the “administrator” shall be the Escrow
Agent, or its designated agent the Claims Administrator. The Escrow Agent, or its designated
agent the Claims Administrator, shall timely and properly file all informational and other tax
returns necessary or advisable with respect to the Settlement Fund (including, without limitation,
the returns described in Treas. Reg. § 1.468B-2(k)). Such returns (as well as the election
described in ¶ 2.7(a) hereof) shall be consistent with this ¶ 2.7 and in all events shall reflect that
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all Taxes (including any estimated Taxes, interest or penalties) on the income earned by the
Settlement Fund shall be paid out of the Settlement Fund as provided in ¶ 2.7(c) hereof.
(c) All Taxes and Tax Expenses shall be paid out of the Settlement Fund; in
all events the Released Persons and their counsel shall have no liability or responsibility for any
Taxes or Tax Expenses. The Escrow Agent, through the Settlement Fund, shall indemnify and
hold each of the Released Persons and their counsel harmless for Taxes and Tax Expenses
(including, without limitation, Taxes payable by reason of any such indemnification). Further,
Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the
Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund
without prior order from the Court and the Escrow Agent, or its designated agent the Claims
Administrator, shall be authorized (notwithstanding anything herein to the contrary) to withhold
from distribution to Authorized Claimants any funds necessary to pay such amounts, including
the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts
that may be required to be withheld under Treas. Reg. § 1.468B-2(l)(2)). The Parties hereto
agree to cooperate with the Escrow Agent, or its designated agent the Claims Administrator, each
other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the
provisions of this ¶ 2.7.
3. Notice and Scheduling Order and Settlement Hearing
3.1 Promptly after execution of the Stipulation, the Settling Parties shall submit the
Stipulation together with its Exhibits to the Court, and Lead Counsel shall apply for entry of an
order on the earliest available date (“Notice and Scheduling Order”), substantially in the form of
Exhibit A attached hereto, requesting, among other things: (1) certification of the Settlement
Class for settlement purposes only; (2) approval for the mailing of a settlement notice (“Notice”)
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and publication of a summary notice, substantially in the forms of Exhibits A-1 and A-2 attached
hereto, along with a Proof of Claim substantially in form of Exhibit A-3; and (3) schedule the
Settlement Hearing (as defined in ¶ 3.4 below).
3.2 Within ten (10) calendar days of the filing of this Stipulation with the Court, or as
soon as reasonably practicable thereafter, CHC shall serve all notices that might be required
pursuant to the Class Action Fairness Act, 28 U.S.C. §1715 (“CAFA”), after first obtaining
approval as to the form of the notice from counsel for the other Defendants, and shall serve such
notice upon all recipients reasonably requested by any Defendant. Counsel for CHC shall
promptly inform counsel for all parties upon timely completion of the provision of such notices.
3.3 Within ten (10) calendar days from the later of the entry of the Notice and
Scheduling Order or as soon as reasonably practicable thereafter, CHC shall promptly make, or
cause to be made, the last known addresses of Settlement Class Members in electronic form (if
available, and at no cost to the Settlement Fund, Lead Counsel or the Claims Administrator), or
other identifying information, as set forth in the books and records regularly maintained by the
Company or its transfer agent, available to the Claims Administrator for the purpose of
identifying and giving notice to the Class. Neither Defendants nor their Related Parties shall
have any responsibility for, interest in, or liability with respect to providing notice (for which
Lead Plaintiff shall be solely responsible) to the Settlement Class Members.
3.4 Lead Counsel shall request that after notice is given, the Court hold a hearing
(“Settlement Hearing”) to consider and determine whether to approve the settlement as fair,
reasonable, and adequate, and whether the Judgment, substantially in the form of Exhibit B
attached hereto, should be entered approving the settlement as set forth herein and dismissing the
Action with prejudice. At or after the Settlement Hearing, Lead Counsel also will request that
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the Court approve the proposed Plan of Allocation and the Fee and Expense Application (as
defined herein).
4. Releases and Proofs of Claim
4.1 The satisfaction of the obligations incurred pursuant to this Stipulation shall be in
full and final disposition of the Action and any and all Released Claims.
4.2 Upon the Effective Date, Lead Plaintiffs and each and every Settlement Class
Member shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and
forever waived, released, relinquished, discharged, and dismissed with prejudice, and be
estopped from ever asserting or reasserting, all Released Claims against the Released Persons,
whether or not such Settlement Class Member executes and delivers the Proof of Claim, and
whether or not such Settlement Class Member shares in the Settlement Fund.
4.3 Only those Settlement Class Members filing valid and timely Proof of Claim
forms shall be entitled to participate in the Settlement and receive a distribution from the
Settlement Fund. The Proof of Claim to be executed by Settlement Class Members shall release
all Released Claims against the Released Persons, and shall be substantially in the form
contained in Exhibit A-3 attached hereto.
4.4 Upon the Effective Date, each and every Settlement Class Member and anyone
claiming through or on behalf of any of them, will be permanently and forever barred and
enjoined from commencing, instituting, prosecuting or continuing to prosecute any action or
other proceeding in any court of law or equity, arbitration tribunal, administrative forum, or any
other forum, asserting the Released Claims against any of the Released Persons, whether or not
such Settlement Class Member shares in the Settlement Fund.
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4.5 Upon the Effective Date, each of the Released Persons shall be deemed to have,
and by operation of the Judgment shall have, fully, finally, and forever released, relinquished,
and discharged Lead Plaintiffs, each and all of the Settlement Class Members, and Lead Counsel
from all claims (including Unknown Claims) arising out of, relating to, or in connection with the
institution, prosecution, assertion, settlement or resolution of the Action or the Released Claims.
5. Administration and Calculation of Claims, Final Awards, and Supervision
and Distribution of the Settlement Fund
5.1 The Claims Administrator, subject to such supervision and direction of Lead
Counsel and the Court as may be necessary or as circumstances may require, shall administer
and calculate the claims submitted by Settlement Class Members and shall oversee distribution
of the Net Settlement Fund to Authorized Claimants.
5.2 The Settlement Fund shall be applied as follows:
(a) to pay all the fees, costs, and expenses reasonably and actually incurred in
connection with providing notice, locating Settlement Class Members, soliciting Settlement
Class claims, assisting with the filing of claims, administering and distributing the Net
Settlement Fund to Authorized Claimants, processing Proof of Claim forms, and paying escrow
fees and costs, if any;
(b) to pay the Taxes and Tax Expenses;
(c) after the Judgment is Final, to pay Lead Counsel’s attorneys’ fees and
expenses, if and to the extent allowed by the Court; and
(d) upon the Effective Date, to distribute the balance of the Settlement Fund
(i.e., “Net Settlement Fund”) to Authorized Claimants as allowed by the Plan of Allocation in the
form approved by the Court.
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5.3 Upon the Effective Date and thereafter, and in accordance with the terms of the
Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as
may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed
to Authorized Claimants.
5.4 Within one hundred and twenty (120) calendar days after entry of the Notice and
Scheduling Order, unless otherwise ordered by the Court, each Person claiming to be an
Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof
of Claim, substantially in the form of Exhibit A-3, signed under penalty of perjury and supported
by such documents as are specified in the Proof of Claim or such other documents or proof, as
are reasonably available to the Authorized Claimant, as Lead Counsel and the Claims
Administrator, in their discretion, may deem appropriate. All Proofs of Claim must be submitted
by the date specified in the Notice, unless such period is extended by order of the Court.
5.5 All Settlement Class Members who fail to timely submit a valid Proof of Claim
within such period, or such other period as may be ordered by the Court, or otherwise allowed,
shall be forever barred from receiving any payments pursuant to the settlement except as
otherwise ordered by the Court, but will in all other respects be subject to and bound by the
provisions of the Stipulation, the releases contained herein, and the Judgment and will be barred
and enjoined from bringing any action against the Related Parties concerning the Released
Claims. Notwithstanding the foregoing, Lead Counsel may, in its discretion, accept late-
submitted claims for processing by the Claims Administrator so long as the distribution of the
Net Settlement Fund to Authorized Claimants is not materially delayed thereby. Lead Counsel
shall have no liability for accepting or not accepting late claims.
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5.6 The Net Settlement Fund shall be distributed to the Authorized Claimants
substantially in accordance with the Plan of Allocation set forth in the Notice and approved by
the Court. If there is any balance remaining in the Net Settlement Fund after six (6) months from
the initial date of distribution of the Net Settlement Fund (whether by reason of tax refunds,
uncashed checks or otherwise), then, after the Claims Administrator has made reasonable efforts
to have Authorized Claimants cash their distributions, the Claims Administrator, under the
supervision of Lead Counsel, shall, if economically feasible, reallocate such balance among
Authorized Claimants who have cashed their initial distributions and who would receive at least
$10.00 from such redistribution after the payment of any Taxes and unpaid costs or fees incurred
in administering the Net Settlement Fund for such redistribution. Lead Counsel shall, if
economically feasible, continue to reallocate any further balance remaining in the Net Settlement
Fund after the redistribution is completed among Authorized Claimants in the same manner and
time frame as provided for above. In the event that Lead Counsel determines that further
redistribution of any balance remaining (following the initial distribution and redistribution) is no
longer economically feasible, thereafter, Lead Counsel shall donate the remaining funds (after
payment of any additional, previously unreimbursed fees, costs, and expenses related to the
administration of the settlement), to a non-sectarian, not-for-profit 501(c)(3) organization, to be
designated by Lead Counsel and approved by the Court.
5.7 The Released Persons shall have no responsibility for, interest in, or liability
whatsoever with respect to providing notice to the Settlement Class, the investment, allocation or
distribution of the Net Settlement Fund, the Plan of Allocation, the determination,
administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses,
or any losses incurred in connection therewith. No Person shall have any claim of any kind
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against the Released Persons with respect to the matters set forth in ¶¶ 5.1 through and including
5.9 hereof; and the Settlement Class Members, Lead Plaintiffs, and Lead Counsel release the
Released Persons from any and all liability and claims arising from or with respect to the
investment or distribution of the Settlement Fund.
5.8 No Person shall have any claim against Lead Plaintiffs, Lead Counsel or the
Claims Administrator, or any other Person designated by Lead Counsel, or the Released Persons
based on determinations and/or distributions or claim rejections made substantially in accordance
with the Stipulation and the settlement contained herein, the Plan of Allocation, or further
order(s) of the Court.
5.9 It is understood and agreed by the Settling Parties that any proposed Plan of
Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an
Authorized Claimant’s claim set forth therein, is not a necessary part of the Stipulation and is to
be considered by the Court separately from the Court’s consideration of the fairness,
reasonableness, and adequacy of the settlement set forth in the Stipulation, and any order or
proceeding relating to the Plan of Allocation shall not operate to terminate or cancel the
Stipulation or affect the finality of the Court’s Judgment approving the Stipulation and the
settlement set forth therein, or any other orders entered pursuant to the Stipulation.
5.10 This is not a claims-made settlement. If all conditions of the Stipulation are
satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to
the Defendants or their insurance carrier for any reason, including without limitation, the number
of Proof of Claims filed, the collective amount of Recognized Losses of Authorized Claimants,
the percentage of recovery of losses, or the amounts to be paid to Authorized Claimants from the
Net Settlement Fund.
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6. Lead Counsel’s Attorneys’ Fees and Expenses
6.1 Lead Counsel may submit an application or applications (“Fee and Expense
Application”) for an award of attorneys’ fees not to exceed one-third (33.33%) of the Settlement
Amount, plus expenses and costs incurred in connection with prosecuting the Action, plus any
interest on such attorneys’ fees and expenses at the same rate and for the same periods as earned
by the Settlement Fund (until paid) as may be awarded by the Court (“Fee and Expense Award”).
Defendants will not object to such application. Lead Counsel reserves the right to make
additional applications for fees and expenses incurred in connection with the preservation of the
Settlement Fund and/or the administration of the settlement.
6.2 The Fee and Expense Award, if and to the extent allowed by the Court, shall be
payable to Lead Counsel from the Settlement Fund no later than ten (10) calendar days after the
Court enters both the Judgment and order awarding such fees and expenses, notwithstanding any
timely filed objections thereto, or potential for appeal therefrom.
6.3 In the event that the Effective Date does not occur, or the Judgment or the order
making the Fee and Expense Award is reversed or modified, or the Stipulation is canceled or
terminated for any other reason, and in the event that the Fee and Expense Award has been paid
to any extent, then Lead Counsel shall within ten (10) business days from receiving notice from
Defendants’ counsel or from a court of appropriate jurisdiction, refund to the Settlement Fund
such fees and expenses previously paid to them from the Settlement Fund, plus interest thereon
at the same rate as earned on the Settlement Amount in an amount consistent with such reversal
or modification. Lead Counsel receiving fees and expenses, as a condition of receiving such fees
and expenses, on behalf of itself and each partner and/or shareholder of it, agrees that the law
firm and its partners and/or shareholders are subject to the jurisdiction of the Court for the
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purpose of enforcing the provisions of this paragraph. Without limitation, Lead Counsel agrees
that the Court may, upon application of Defendants and notice to Lead Counsel, summarily issue
orders, including, but not limited to, judgments and attachment orders and may make appropriate
findings of or sanctions for contempt, should Lead Counsel fail timely to refund fees and
expenses pursuant to this paragraph.
6.4 The procedure for and the allowance or disallowance by the Court of any
applications by Lead Counsel for attorneys’ fees and expenses, to be paid out of the Settlement
Fund, are not part of the settlement set forth in the Stipulation, and are to be considered by the
Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of
the settlement set forth in the Stipulation, and any order or proceeding relating to the Fee and
Expense Award, or any appeal from any order relating thereto or reversal or modification
thereof, shall not operate to terminate or cancel the Stipulation, or affect or delay the finality of
the Judgment approving the Stipulation and the settlement of the Action set forth therein. The
Settling Parties agree that the denial, in whole or in part, of any Fee and Expense Application
shall in no way affect the enforceability, validity, or finality of this Stipulation or affect or delay
the finality of the Judgment approving the Stipulations and the settlement of the Action set forth
therein.
6.5 Settling Defendants agree that they will not oppose Lead Counsel’s Fee and
Expense Application. Further, the Released Persons shall have no responsibility for, and no
liability whatsoever with respect to, any payment of attorneys’ fees and expenses to Lead
Counsel or any other counsel who may have participated in the litigation of this action. The
payment of attorneys’ fees and expenses to Lead Counsel or other counsel shall be paid
exclusively out of the Settlement Fund as set forth herein.
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6.6 The Released Persons shall have no responsibility for the allocation among Lead
Counsel, and/or any other Person who may assert any claim thereto, of any Fee and Expense
Award that the Court may make in the Action, and the Released Persons take no position with
respect to such matters.
7. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination
7.1 The Effective Date of the settlement shall be the date when all of the following
events shall have occurred and is conditioned upon the occurrence of all of the following events:
(a) the Court has entered the Notice and Scheduling Order, as described in
¶ 3.1 hereof;
(b) CHC’s insurance carrier timely made or caused to be made the
contribution to the Settlement Fund, as required by ¶ 2.1 hereof;
(c) no option to terminate the Stipulation has been exercised or, if exercised,
has been retracted;
(d) the Court has entered the Judgment; and
(e) the Judgment has become Final, as defined in ¶ 1.11 hereof.
Any appeal or delay in (a) the approval of the Plan of Allocation or (b) the consideration
of any Fee and Expense Application shall not affect, alter, or delay the occurrence of the
Effective Date.
7.2 Upon the occurrence of all of the events referenced in ¶ 7.1 hereof, any and all
remaining interest or right of the Defendants or CHC’s insurers in or to the Settlement Fund, if
any, shall be absolutely and forever extinguished, except as set forth in this Stipulation. If it
becomes clear that any of the conditions specified in ¶ 7.1 hereof cannot or will not be met, then
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the Stipulation shall be canceled and terminated subject to ¶ 7.5 hereof unless Lead Counsel and
counsel for Defendants mutually agree in writing to otherwise proceed with the Stipulation.
7.3 Prior to the Settlement Hearing, any Defendant shall have the option to terminate
the settlement in the event that Settlement Class Members who purchased in the aggregate more
than a certain number of shares of CHC common stock during the Settlement Class Period
choose to exclude themselves from the Settlement Class, as set forth in a separate supplemental
confidential agreement executed between Lead Plaintiffs and Defendants (“Supplemental
Agreement”). The Supplemental Agreement will not be filed with the Court and its terms shall
not be disclosed in any other manner (other than the statements herein and in the Notice, to the
extent necessary, or as otherwise provided in the Supplemental Agreement) unless requested by
the Court or unless and until a dispute as between Lead Plaintiffs and the Defendants concerning
its interpretation or application arises and in that event, the Settling Parties shall request that the
Supplemental Agreement be filed for the Court’s in camera review and/or under seal. Copies of
all requests for exclusion received and copies of all written revocations of requests for exclusion
received shall be sent to counsel for the Parties within three (3) business days of receipt by the
Claims Administrator.
7.4 Unless otherwise ordered by the Court, in the event the Stipulation shall
terminate, or be canceled, or shall not become effective for any reason, within ten (10) business
days after written notification of such event is made by counsel for any Defendant or Lead
Counsel to the other parties, the Settlement Fund (including accrued interest), less expenses that
have either been disbursed pursuant to ¶¶ 2.6 and 2.7 hereof, or are determined to be chargeable
to the Settlement Fund, shall be refunded by Lead Counsel directly to CHC’s insurance carrier
pursuant to written instructions from CHC’s counsel to the Escrow Agent. The Escrow Agent or
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its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds,
after deduction of any fees or expenses incurred in connection with such application(s) for refund
pursuant to written instructions from CHC’s counsel to the Escrow Agent.
7.5 In addition to the rights to termination set forth in ¶ 7.3 hereof, Defendants and
Lead Plaintiffs shall each have the right to terminate the settlement and this Stipulation by
providing written notice of their election to do so (“Termination Notice”) to all other parties
hereto within thirty (30) days of: (a) the Court’s declining to enter the Notice and Scheduling
Order in any material respect without leave to amend and resubmit; (b) the Court’s refusal to
approve this Stipulation or any material part of it without leave to amend and resubmit; (c) the
Court’s declining to enter the Judgment in any material respect without leave to amend and
resubmit; or (d) the date upon which the Judgment is modified or reversed in any material
respect by the Court of Appeals or the Supreme Court or any other court. Any decision with
respect to any Plan of Allocation or Fee and Expense Award shall not be considered material to
this Stipulation and shall not be grounds for termination.
7.6 In the event that the Stipulation is not approved by the Court or the settlement set
forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the
Settling Parties shall be restored to their respective positions in the Action as of November 29,
2016. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶ 1.1-
1.32, 2.6-2.7, 6.3-6.5, 7.4-7.7, 8.1, and 8.4 hereof, shall have no further force and effect with
respect to the Settling Parties and shall not be used in this Action or in any other proceeding for
any purpose, and any judgment or order entered by the Court in accordance with the terms of the
Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or
reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of
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any Fee and Expense Award shall constitute grounds for cancellation or termination of the
Stipulation.
7.7 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to
its terms, neither Lead Plaintiffs nor any of their counsel shall have any obligation to repay any
amounts actually and properly disbursed pursuant to ¶¶ 2.6 or 2.7. In addition, any expenses
already incurred pursuant to ¶¶ 2.6 or 2.7 hereof at the time of such termination or cancellation
but which have not been paid, shall be paid by the Escrow Agent in accordance with the terms of
the Stipulation prior to the balance being refunded in accordance with ¶¶ 2.8 and 7.4 hereof.
8. Miscellaneous Provisions
8.1 Lead Plaintiffs have asserted that the Action should be certified as a class action
pursuant to the Federal Rules of Civil Procedure. For settlement purposes only, and for no other
purpose than as set forth in and to effectuate this Stipulation, Defendants will not object to such
certification on the terms set forth in this Stipulation. The Settling Parties further agree that if
the Court does not enter the Notice and Scheduling Order substantially in the form of Exhibit A
attached hereto, then no class will be deemed to have been certified by or as a result of this
Stipulation, and the Action will for all purposes with respect to the Settling Parties revert to its
status as of the day immediately before the Stipulation was fully executed. In such event, (i)
Defendants will not be deemed to have consented to the certification of any class, (ii) the
Stipulation concerning class definition or class certification shall not be used as evidence or
argument in support of class definition or class certification, and (iii) Defendants will retain all
rights to oppose class certification.
8.2 The Settling Parties (i) acknowledge that it is their intent to consummate this
agreement; and (ii) agree to cooperate to the extent reasonably necessary to effectuate and
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implement all terms and conditions of the Stipulation and to exercise their best efforts to
accomplish the foregoing terms and conditions of the Stipulation.
8.3 The Settling Parties intend this settlement to be a final and complete resolution of
all disputes between them that were or could have been asserted with respect to the Action. The
settlement compromises claims that are contested and shall not be deemed an admission by any
Settling Party as to the merits of any claim or defense. The Final Judgment will contain a
finding that, during the course of the Action, the Parties and their respective counsel at all times
complied with the requirements of Federal Rule of Civil Procedure 11. The Settling Parties
agree that the Settlement Amount and the other terms of the settlement were negotiated in good
faith by the Settling Parties, and reflect a settlement that was reached voluntarily after
consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a
manner that such party reasonably determines to be appropriate, any contention made by any of
the Settling Parties in any public forum that the Action was brought or defended in bad faith or
without a reasonable basis.
8.4 Whether or not the settlement is approved by the Court, and whether or not the
settlement is consummated, the fact and terms of this Stipulation, including its Exhibits, the
Supplemental Agreement, all negotiations, discussions, drafts, and proceedings in connection
with the settlement, and any act performed or document signed in connection with the settlement,
shall not, in this or any other court, administrative agency, arbitration forum, or other tribunal,
constitute an admission of, or evidence of, or be deemed to create any inference of (i) any
wrongdoing or liability, or lack of wrongdoing or liability, of any of the Released Persons; (ii)
the validity, or invalidity, of any Released Claims; (iii) any damages, or lack of damages,
suffered by Lead Plaintiffs, the Settlement Class, or anyone else; or (iv) that the Settlement Fund
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(or any other amount) represents the amount that could or would have been recovered from
Defendants in the Action if the Action was not settled.
8.5 The fact and terms of this Stipulation, including Exhibits and the Supplemental
Agreement, all negotiations, discussions, drafts, and proceedings in connection with the
settlement, and any act performed or document signed in connection with the settlement, shall
not be offered by the Settling Parties or received in evidence or used for any other purpose in this
or any other proceeding in any court, administrative agency, arbitration forum, or other tribunal,
except as necessary to enforce the terms of the settlement. The Released Persons may file the
Stipulation, the Notice and Scheduling Order, the Notice, and/or the Judgment in any other
action or proceeding that may be brought against them in any forum in order to support a defense
or counterclaim based on principles of res judicata, collateral estoppel, release and discharge,
good faith settlement, judgment bar or reduction, or any theory of claim preclusion or issue
preclusion or similar defense or counterclaim. Plaintiffs understand, acknowledge, and agree
that Defendants have denied and continue to deny all claims of wrongdoing, liability, and
damages alleged in the Action.
8.6 All agreements made and orders entered during the course of the Action relating
to the confidentiality of information shall survive this Stipulation.
8.7 All of the Exhibits to the Stipulation and the Supplemental Agreement are
material and integral parts hereof and are fully incorporated herein by this reference.
8.8 Before entry of the Judgment, the Stipulation may be amended or modified only
by a written instrument signed by or on behalf of all Settling Parties or their respective
successors-in-interest. Following entry of the Judgment, the Stipulation may be amended or
modified only by a written instrument signed by or on behalf of all Settling Parties and approved
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by the Court. The Settling Parties, however, may mutually agree through counsel in writing to a
reasonable extension of time to carry out any provisions in this Stipulation without further order
of the Court.
8.9 The Stipulation and the Exhibits attached hereto and the Supplemental Agreement
constitute the entire agreement among the Parties hereto and no representations, warranties or
inducements have been made to any party concerning the Stipulation or its Exhibits or the
Supplemental Agreement other than the representations, warranties, and covenants contained and
memorialized in such documents. The Stipulation and the Exhibits attached hereto and the
Supplemental Agreement specifically supersede any settlement terms or settlement agreements
relating to the Settling Parties that were previously agreed upon orally or in writing by any of the
Parties. Each party shall bear its own costs, except as otherwise provided herein.
8.10 Lead Counsel is expressly authorized by Plaintiffs to take all appropriate action
required or permitted to be taken on behalf of Settlement Class Members pursuant to the
Stipulation to effectuate its terms and also is expressly authorized to enter into any modifications
or amendments to the Stipulation on behalf of Settlement Class Members that they deem
appropriate.
8.11 Each counsel or other Person executing the Stipulation or any of its Exhibits or
the Supplemental Agreement on behalf of any party hereto hereby warrants that such Person has
the full authority to do so.
8.12 The waiver by one party of any breach of this Stipulation by any other party shall
not be deemed a waiver of any other prior or subsequent breach of this Stipulation.
8.13 The Stipulation and Supplemental Agreement, and all related settlement
documents may be executed in one or more counterparts, including by signature transmitted by
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facsimile or PDF. All executed counterparts and each of them shall be deemed to be one and the
same instrument. A complete set of executed counterparts shall be filed with the Court.
8.14 The Stipulation, the releases contemplated herein, the Supplemental Agreement
and all related settlement documents shall be binding upon, and inure to the benefit of, the
successors and assigns of the Parties hereto and the Released Persons.
8.15 The Court shall retain jurisdiction with respect to implementation and
enforcement of the terms of the Stipulation, and all parties hereto submit to the jurisdiction of the
Court for purposes of implementing and enforcing the settlement embodied in the Stipulation.
8.16 This Stipulation and the Exhibits thereto, the releases contemplated herein, and
the Supplemental Agreement shall be considered to have been negotiated, executed and
delivered, and to be wholly performed, in the State of New York, and the rights and obligations
of the Parties to the Stipulation shall be construed and enforced in accordance with, and
governed by, the internal, substantive laws of the State of New York without giving effect to that
State’s choice-of-law principles.
8.17 Whenever this Stipulation requires or contemplates that a Settling Party shall or
may give notice to the other, notice shall be provided by electronic mail, or next-day (excluding
Saturday and Sunday) express delivery service as follows and shall be deemed effective upon
such transmission or delivery to the address set forth below:
If to Plaintiffs, then to: KIRBY McINERNEY LLP
Ira M. Press
825 Third Avenue, 16th
Floor
New York, NY 10022
Telephone: (212) 371-6600
ipress@kmllp.com
Lead Counsel for Plaintiffs
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 35 of 102
- 35 -
If to Defendants, then to: DECHERT LLP
Andrew J. Levander
Neil A. Steiner
Andrew Spievack
Sarah Lyons
1095 Avenue of the Americas
New York, New York 10036
Telephone: (212) 698-3500
neil.steiner@dechert.com
andrew.spievack@dechert.com
sarah.lyons@dechert.com
Attorneys for Defendants CHC Group Ltd.,
William J. Amelio, Joan S. Hooper, Rebecca
Camden, William E. Macaulay, Jonathan
Lewis and Kenneth W. Moore
DAVIS POLK & WARDWELL LLP
Charles S. Duggan
Andrew Ditchfield
Alyssa Beaver Gomez
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
charles.duggan@davispolk.com
andrew.ditchfield@davispolk.com
alyssa.gomez@davispolk.com
Attorneys for Defendants J.P. Morgan
Securities LLC, Barclays Capital Inc., UBS
Securities LLC, HSBC Securities (USA) Inc.,
RBC Capital Markets, LLC, Wells Fargo
Securities, LLC, BNP Paribas Securities
Corp., Standard Bank PLC, Cormark
Securities (USA) Ltd., Cowen and Company
LLC, Raymond James & Associates, Inc.,
Simmons & Company, International (Piper
Jaffray & Co., as successor in interest) and
Tudor, Pickering, Holt & Co. Securities,
Inc.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 36 of 102
- 36 -
8.18 The Settling Parties reserve the right, subject to the Court’s approval, to make any
reasonable extensions of time that might be necessary to carry out any of the provisions of this
Stipulation.
8.19 Upon receiving any objections to the Settlement or requests for exclusion
pursuant to the Notice, the Claims Administrator shall promptly provide Lead Counsel and
Defendants’ Counsel copies of those objections to the Settlement or requests for exclusion.
IN WITNESS WHEREOF, the Parties hereto have caused the Stipulation to be executed, by their
duly authorized attorneys.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 37 of 102
Dated: New York, New York KIRBY McINERNEY LLP June !k, 2017
By: P" Ira M. Press
825 Third Avenue, 16th Floor New York, New York 10022 Telephone: (212) 371-6600 Facsimile: (212) 751-2540
Attorneys Jor Plcrirrti/js and the proposed Class
DECHERT LLP
By:-71 -
Andrew J. Levander Neil A. Steiner Andrew Spievaek Sarah Lyons
1095 Avenue of the Americas New York, New York 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599
Attorneys.%r Defendants CHC Group Ltd., William J. Amelio. Joan S. Hooper. Rebecca Camden, William E. Macaulav, Jonathan Lewis and Kenneth 61! Moore.
-37-
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 38 of 102
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 39 of 102
EXHIBIT A
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 40 of 102
Exhibit A
-1-
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - X
ERROL RUDMAN and RUDMAN
PARTNERS LP, On Behalf of Themselves and
All Others Similarly Situated,
Plaintiffs,
-against-
CHC GROUP LTD., WILLIAM J. AMELIO,
JOAN S. HOOPER, REBECCA CAMDEN,
WILLIAM E. MACAULAY, JONATHAN
LEWIS, KENNETH W. MOORE, J.P.
MORGAN SECURITIES LLC, BARCLAYS
CAPITAL INC., UBS SECURITIES LLC,
HSBC SECURITIES (USA) INC., RBC
CAPITAL MARKETS, LLC, WELLS FARGO
SECURITIES, LLC, BNP PARIBAS
SECURITIES CORP., STANDARD BANK
PLC, CORMARK SECURITIES (USA) LTD.,
COWEN AND COMPANY, LLC,
RAYMOND JAMES & ASSOCIATES, INC.,
SIMMONS & COMPANY,
INTERNATIONAL, and TUDOR,
PICKERING, HOLT & CO. SECURITIES,
INC.
Defendants.
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
15-cv-03773 [rel. 15-cv-03796] (LAK)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - X
[PROPOSED] ORDER GRANTING CONDITIONAL CLASS
CERTIFICATION, AND PROVIDING FOR NOTICE
This consolidated putative class action comes before the Court on Plaintiffs’
Unopposed Motion for Conditional Class Certification and Approval of Notice
(“Motion”) and on the Stipulation of Settlement dated June 16, 2017 (“Stipulation”)
entered into by Plaintiffs and Defendants in the above-entitled action (“Action”). The
Court has reviewed the Motion and the Stipulation, and attached exhibits, which set forth
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 41 of 102
Exhibit A
-2-
the terms and conditions for a proposed settlement of and for dismissal of the Action with
prejudice as against the Defendants upon the terms and conditions set forth therein; and
the Court having read and considered the Stipulation and the attached exhibits finds that
the Motion is due to be granted.
All defined terms used in this Order shall have the same meanings as set forth in
the Stipulation.
NOW THEREFORE, IT IS HEREBY ORDERED:
1. For purposes of settlement only, pursuant to Fed. R. Civ. P. 23(a) and
(b)(3), the Court hereby certifies a Settlement Class consisting of all Persons (other than
those Persons who timely and validly request exclusion from the Settlement Class in
accordance with the requirements set forth herein) who purchased or otherwise acquired
CHC securities pursuant and/or traceable to the Registration Statement and
accompanying documents issued in connection with CHC’s January 16, 2014 IPO
including CHC’s securities purchased in the IPO on or about January 16, 2014 or
purchased on the open market during the period from January 16, 2014 through July 10,
2014, inclusive. Excluded from the Settlement Class are Defendants, members of the
Individual Defendants’ Immediate Families, all current and former directors and officers
of CHC during the class period, any firm, trust, partnership, corporation or entity in
which any Defendant has a controlling interest and the legal representatives, affiliates,
heirs, successors-in-interest or assigns of any such excluded person or entity. The
foregoing exclusion shall not cover “Investment Vehicles,” which for these purposes
shall mean any investment company, pooled investment fund or separately managed
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 42 of 102
Exhibit A
-3-
account (including, but not limited to, mutual fund families, exchange-traded funds, fund
of funds, private equity funds, real estate funds, hedge funds, and employee benefit plans)
in which any Underwriter Defendant or any of its affiliates has or may have a direct or
indirect interest or as to which any Underwriter Defendant or any of its affiliates may act
as an investment advisor, general partner, managing member, or in other similar capacity
(other than an investment vehicle of which the Underwriter Defendant or any of its
affiliates is a majority owner or holds a majority beneficial interest and only to the extent
of such Underwriter Defendant’s or affiliate’s ownership or interest). Solely for the
purposes of effectuating the Settlement, the Court finds and concludes that the
requirements of Fed. R. Civ. P. 23(a) and 23(b)(3) have been satisfied as follows:
(a) the members of the Settlements Class are so numerous that joinder
of all class members is impracticable;
(b) there are questions of law and fact common to the Settlement Class
which predominate over any individual questions;
(c) the claims of the Lead Plaintiffs are typical of the claims of the
Settlement Class;
(d) Lead Plaintiffs and Lead Counsel will fairly and adequately
represent and protect the interests of all of the Settlement Class
Members; and
(e) a class action is superior to other available methods for the fair and
efficient adjudication of the controversy.
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Exhibit A
-4-
2. If for any reason the Effective Date of the Settlement, as defined in ¶¶ 1.6,
7.1 of the Stipulation, does not occur, the Stipulation, including any amendment(s)
thereof, and this Order certifying the Settlement Class solely for purposes of the
Settlement shall, without the need for further action by the Court or any of the Settling
Parties, be null and void, of no further force or effect, and without prejudice to any party,
and may not be introduced as evidence or referred to in any actions or proceedings by any
person or entity. Each party shall be restored to his, her or its respective position as it
existed as of November 29, 2016. In such circumstances, each of the Settling Parties
shall retain its currently existing rights to seek or to object to the certification of this
litigation as a class action under Fed. R. Civ. P. 23, or any state or federal rule, statute,
law, or provision, and to contest and appeal any grant or denial of certification in this
litigation or in any other litigation on any other grounds.
3. A hearing (the “Settlement Hearing”) shall be held before this Court on
___________, 2017, at ___ _.m., for the following purposes:
(a) to determine whether the Court should grant final certification to
the Settlement Class pursuant to Fed. R. Civ. P. 23(a) and (b)(3);
(b) to determine whether the proposed Settlement of the Action on the
terms and conditions provided for in the Stipulation is fair,
reasonable, and adequate as to the Settlement Class and should be
approved by the Court;
(c) to determine whether the Judgment as provided in ¶1.12 of the
Stipulation should be entered;
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Exhibit A
-5-
(d) to determine whether the proposed Plan of Allocation is fair and
reasonable and should be approved by the Court;
(e) to determine whether any applications by Lead Counsel for
attorneys’ fees and/or reimbursement of expenses should be
approved; and
(f) to rule upon such other matters as the Court may deem appropriate.
4. The Court approves, as to form and content, the Notice of Proposed
Settlement of Class Action (the “Notice”), the Proof of Claim and Release form (the
“Proof of Claim”), and Summary Notice (as defined below) for publication, annexed as
Exhibits A-1, A-2, and A-3 hereto and finds that the mailing and distribution of the
Notice and publishing of the Summary Notice substantially in the manner and form set
forth in ¶¶8-9 of this Order meet the requirements of Fed. R. Civ. P. 23, the Securities
Act of 1933, as amended, including the Private Securities Litigation Reform Act of 1995
and the Securities Litigation Uniform Standards Act of 1998, and due process, and is the
best notice practicable under the circumstances and shall constitute due and sufficient
notice to all Persons entitled thereto.
5. The date and time of the Settlement Hearing shall be added to the Notice
and Summary Notice before they are mailed and published, respectively, in accordance
with ¶ 8, below.
6. This civil action was commenced after February 18, 2005. The Court
directs CHC to notify the appropriate Federal and State officials under the Class Action
Fairness Act of 2005, 28 U.S.C. § 1715. Counsel for CHC shall, at or before the
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 45 of 102
Exhibit A
-6-
Settlement Hearing, file with the Court proof of compliance with the Class Action
Fairness Act of 2005, 28 U.S.C. § 1715.
7. The Court appoints the firm of A.B. Data, Ltd. (“Claims Administrator”),
under the supervision of Lead Counsel, to administer the notice procedure as well as the
processing of claims as more fully set forth below:
(a) Within ten (10) calendar days following entry of this Order, CHC
shall provide or cause to be provided to the Claims Administrator (at no cost to the
Settlement Fund, Lead Counsel, or the Claims Administrator) a copy of its pertinent
transfer records report, in electronic form, and shareholder information for the purpose of
identifying and giving notice to the Settlement Class;
(b) Not later than fifteen (15) calendar days after receipt of the transfer
records report from CHC, the Claims Administrator shall cause a copy of the Notice and
the Proof of Claim, substantially in the forms annexed as Exhibits A-1 and A-3 hereto, to
be mailed by first class mail to all potential Settlement Class Members who can be
identified with reasonable effort, at their last known addresses appearing in the transfer
records maintained by or on behalf of CHC (the “Notice Date”), and to be posted on its
website at www.chcgroupsecuritieslitigation.com;
(c) Not later than fourteen (14) calendar days after the Notice Date,
the Claims Administrator shall cause the Summary Notice, substantially in the form
annexed as Exhibit A-2, to be published once over the PR Newswire, or a similar national
business-oriented newswire. Proof of publication of the Summary Notice shall be filed
prior to the Settlement Hearing and served on all counsel of record; and
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Exhibit A
-7-
(d) Not later than seven (7) calendar days prior to the Settlement
Hearing, Lead Counsel shall cause proof, by affidavit or declaration, of such mailing and
publishing to be filed with the Court.
8. Brokers and other nominees who purchased or otherwise acquired the
securities of CHC for the beneficial ownership of Settlement Class Members during the
Settlement Class Period shall send the Notice and the Proof of Claim to all such
beneficial owners of CHC securities within five (5) business days after receipt thereof, or
send a list of the names and addresses of such beneficial owners to the Claims
Administrator within five (5) business days of receipt thereof, in which event the Claims
Administrator shall promptly mail the Notice and Proof of Claim to such beneficial
owners. The Claims Administrator shall provide brokers or nominees with additional
copies of the Notice and Proof of Claim upon request. Upon full compliance with this
Order, such brokers or nominees may seek reimbursement of their reasonable out-of-
pocket expenses actually incurred in complying with this Order by providing the Claims
Administrator with proper documentation supporting the expenses for which
reimbursement is sought. Such properly documented expenses incurred by nominees in
compliance with the terms of this Order shall be paid from the Settlement Fund in
accordance with the provisions of the Stipulation.
9. In order to be entitled to participate in the Settlement and receive a
distribution from the Net Settlement Fund, in the event the Settlement is effected in
accordance with the terms and conditions set forth in the Stipulation, each Settlement
Class Member shall complete and submit Proofs of Claim in accordance with the
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Exhibit A
-8-
instructions contained therein. Unless the Court orders otherwise, all Proofs of Claim
must be postmarked and filed no later than one hundred twenty (120) calendar days after
the entry of this Order. Such deadline may be further extended by Court Order. Each
Proof of Claim shall be deemed to have been submitted when posted, if received with a
postmark indicated on the envelope and if mailed by first class mail and addressed in
accordance with the instructions thereon. Any Proof of Claim submitted in any other
manner shall be deemed to have been submitted when it was actually received at the
address designated in the Notice. Any Settlement Class Member who does not submit a
Proof of Claim within the time provided for shall be barred from sharing in the
distribution of the proceeds of the Net Settlement Fund, unless otherwise ordered by the
Court. Notwithstanding the foregoing, Lead Counsel may, in their discretion, accept for
processing late claims so long as the distribution of the Net Settlement Fund is not
materially delayed thereby. As part of the Proof of Claim, each Settlement Class
Member shall submit to the jurisdiction of the Court with respect to the claim submitted,
and shall (subject to effectuation of the Settlement) release all Released Claims as
provided in the Stipulation.
10. All Settlement Class Members shall be bound by the provisions of the
Stipulation and all determinations and judgments in the Action concerning the
Settlement, including, but not limited to, the releases provided for therein, whether
favorable or unfavorable to the Settlement Class, regardless of whether such Persons seek
or obtain by any means, including, without limitation, by submitting a Proof of Claim or
any similar document, any distribution from the Settlement Fund or the Net Settlement
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 48 of 102
Exhibit A
-9-
Fund, except those who are found by the Court to have previously timely and validly
requested exclusion from the Settlement Class. The Persons who request exclusion from
the Settlement Class will be excluded from the Settlement Class and shall have no rights
under the Stipulation, shall not be entitled to submit any Proof of Claim forms, shall not
share in the distribution of the Net Settlement Fund as described in the Stipulation and in
the Notice, and shall not be bound by the Stipulation or the Judgment entered as to
Defendants in the Action.
11. Any Person falling within the definition of the Settlement Class who
desires to request exclusion from the Settlement Class shall mail the request in written
form, by first-class mail and postmarked no later than twenty-one (21) calendar days
before the scheduled date of the Settlement Hearing discussed in Paragraph 4, to
Rudman, et al. v. CHC Group, Ltd., et al., EXCLUSIONS, c/o A.B. Data, Ltd. at the
address specified in the Notice. The request for exclusion must be signed by such person
or his, her, or its authorized representative and shall include: (a) the name, address, and
telephone number of the Person requesting exclusion; (b) the number of shares of CHC
common stock purchased, acquired and/or sold during the Class Period; (c) prices paid or
received for such CHC common stock; (d) the date of each purchase, acquisition or sale
transaction; and (e) a statement that the Person wishes to be excluded from the Settlement
Class in Rudman, et al. v. CHC Group, Ltd., et al., No. 15-cv-3773 (LAK) (S.D.N.Y.).
Unless the Court orders otherwise, no request for exclusion shall be valid and effective
unless it is made within the time set forth and in the manner described in the Notice. Any
Settlement Class member who fails to timely or properly opt-out, or whose request to opt
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 49 of 102
Exhibit A
-10-
out is not otherwise accepted by the Court, shall be deemed a Settlement Class Member,
and shall be deemed by operation of law to have released all Released Claims against the
Released Persons.
12. All proceedings in the Action are stayed until further order of the Court,
except as may be necessary to implement the Settlement or comply with the terms of the
Stipulation. Pending determination of whether the Settlement should be approved, Lead
Plaintiffs, Lead Counsel and Settlement Class Members are barred and enjoined from
commencing or prosecuting any Released Claims against any of the Released Persons.
13. Any Settlement Class Member who does not request exclusion may enter
an appearance in the Action, at their own expense, individually or through counsel of
their own choice, in which case such counsel must file with the Clerk of the Court and
deliver to Lead Counsel and counsel for CHC a notice of such appearance no later than
twenty-one (21) calendar days before the Settlement Hearing. If they do not enter an
appearance, they will be represented by Lead Counsel.
14. All papers in support of the Settlement, the Plan of Allocation, and any
application by Lead Counsel for an award of attorneys’ fees and reimbursement of
expenses shall be filed no later than thirty-five (35) calendar days prior to the Settlement
Hearing. Any reply papers shall be filed no later than seven (7) calendar days prior to the
Settlement Hearing.
15. Any Settlement Class Member who does not timely and properly exclude
him, her, or itself from the Settlement Class may appear and show cause, if he, she or it
has any reason why the Settlement should not be approved as fair, reasonable, and
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 50 of 102
Exhibit A
-11-
adequate, why the Judgment should not be entered thereon substantially in the form
annexed as Exhibit B to the Stipulation, why the Plan of Allocation should not be
approved as fair, reasonable, and adequate, or why Lead Counsel’s application for an
award of attorneys’ fees and reimbursement of expenses should not be granted; provided,
however, that no Settlement Class Member or any other Person shall be heard or entitled
to contest such matters, unless that Person has delivered by hand or sent by first class
mail written objections and copies of any papers and briefs any such Person wishes to
submit in support of any such objections and proof of membership in the Settlement
Class so that it is received by Lead Counsel and Defendants’ Counsel, not simply
postmarked, no later than twenty-one (21) calendar days before the Settlement Hearing to
each of the following:
CLERK OF THE COURT
SOUTHERN DISTRICT OF NEW YORK
Daniel Patrick Moynihan U.S. Courthouse
500 Pearl Street
New York, NY 10007
KIRBY McINERNEY LLP
Ira M. Press
825 Third Avenue
New York, NY 10022
Lead Counsel
DECHERT LLP
Neil A. Steiner
1095 Avenue of the Americas
New York, NY 10036
Attorneys for Defendants CHC Group Ltd. and the Individual Defendants
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 51 of 102
Exhibit A
-12-
Such an objection must also include the name, address, and telephone number of the
Person objecting, as well as the number of shares of CHC common stock purchased and
sold during the Class Period, including proof of purchases and sales of CHC common
stock. Failure to provide such information and documentation shall be grounds to void
the objection. Any objector shall be subject to the jurisdiction of the Court and may be
deposed by Lead Counsel and/or Defendants’ Counsel. Any Person who does not make
his, her or its objection in the manner provided in the Notice shall be deemed to have
waived such objection and shall forever be foreclosed from making any such objection to
the fairness, reasonableness, or adequacy of the Settlement, unless otherwise ordered by
the Court. Any papers in response to any such objections and/or in further support of the
above-noted motions shall be filed no later than seven (7) calendar days before the
Settlement Hearing.
16. All funds held by the Escrow Agent shall be deemed and considered to be
in custodial legis of the Court, and shall remain subject to the jurisdiction of the Court,
until such time as such funds shall be distributed pursuant to the Stipulation, returned to
the Person(s) paying the same pursuant to the Stipulation and/or further order(s) of the
Court.
17. All reasonable costs and expenses incurred in identifying and notifying
Settlement Class Members, as well as administering the Settlement Fund, shall be paid as
set forth in the Stipulation without further order of the Court, up to a limit of $200,000.
After the Effective Date, any notice and administration costs in excess of this amount
shall be paid from the remainder of the Settlement Fund, subject to approval of Lead
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Exhibit A
-13-
Counsel, without further order of the Court. In the event the Settlement is not approved
by the Court, or otherwise fails to become effective, neither Lead Plaintiffs, nor Lead
Counsel shall have any obligation to repay any amounts incurred or properly disbursed
pursuant to ¶¶ 2.6-2.7 or 7.4 of the Stipulation for costs and expenses of providing notice
and administration of the Settlement.
18. Without further order of the Court, the Settling Parties may agree to
reasonable extensions of time to carry out any of the provisions of this Order or the
Stipulation.
19. The Court reserves the right to adjourn the date of the Settlement Hearing
without further notice to the Settlement Class Members, and retains jurisdiction to
consider all further applications arising out of or connected with the proposed Settlement.
The Court may approve the Settlement, with such modifications as may be agreed to by
the Settling Parties, if appropriate, without further notice to the Settlement Class.
20. The Court reserves the right to enter the Final Judgment approving the
Settlement and dismissing the Consolidated Action with prejudice regardless of whether
it has approved the Plan of Allocation or awarded attorneys’ fees and expenses.
21. Defendants shall not have any responsibility for or liability with respect to
the Plan of Allocation or any application for attorneys’ fees or reimbursement of
litigation expenses submitted by Lead Counsel, and such matters will be considered
separately from the fairness, reasonableness and adequacy of the Settlement.
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Exhibit A
-14-
22. At or after the Settlement Hearing, the Court shall determine whether the
Plan of Allocation proposed by Lead Counsel, and any application for attorneys’ fees or
reimbursement of litigation expenses, shall be approved.
IT IS SO ORDERED.
DATED: _________________, 2017 ____________________________________
THE HONORABLE LEWIS A. KAPLAN
UNITED STATES DISTRICT JUDGE
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 54 of 102
2
EXHIBIT A-1
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 55 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
RUDMAN, ET AL., v. CHC GROUP, LTD., ET AL., Civil Action No. 15-cv-3773 (LAK)
NOTICE OF SETTLEMENT OF CLASS ACTION AND SETTLEMENT FAIRNESS HEARING,
AND MOTION FOR AN AWARD OF ATTORNEYS’ FEES
AND REIMBURSEMENT OF LITIGATION EXPENSES
A Federal Court Authorized This Notice. This Is Not A Solicitation From A Lawyer.
TO: ALL PERSONS WHO PURCHASED SHARES OF CHC GROUP LTD. (“CHC”) STOCK IN THE
JANUARY 16, 2014 IPO AND/OR IN THE OPEN MARKET DURING THE PERIOD FROM
JANUARY 16, 2014 THROUGH AND INCLUDING JULY 10, 2014 (the “CLASS PERIOD”), YOU
COULD RECEIVE A PAYMENT FROM A CLASS ACTION SETTLEMENT. CERTAIN
PERSONS ARE EXCLUDED FROM THE DEFINITION OF THE CLASS AS SET FORTH
BELOW1
PLEASE READ THIS NOTICE CAREFULLY.
IF YOU WISH TO COMMENT IN FAVOR OF THE SETTLEMENT OR OBJECT TO THE SETTLEMENT, YOU
MUST FOLLOW THE DIRECTIONS IN THIS NOTICE.
YOUR LEGAL RIGHTS MAY BE AFFECTED BY THIS LAWSUIT.
TO RECEIVE MONEY FROM THIS SETTLEMENT, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND
RELEASE FORM (“CLAIM FORM”) POSTMARKED ON OR BEFORE ________________ __, 2017.
IF YOU DO NOT WISH TO PARTICIPATE IN THE SETTLEMENT, YOU MAY REQUEST TO BE EXCLUDED
FROM THE SETTLEMENT BY SENDING A WRITTEN REQUEST FOR EXCLUSION THAT MUST BE
POSTMARKED ON OR BEFORE ________________ __, 2017.
IF YOU RECEIVED THIS NOTICE ON BEHALF OF A SETTLEMENT CLASS MEMBER WHO IS DECEASED,
YOU SHOULD PROVIDE THE NOTICE TO THE AUTHORIZED LEGAL REPRESENTATIVE OF THAT
SETTLEMENT CLASS MEMBER.
YOU ARE HEREBY NOTIFIED AS FOLLOWS:2
A proposed Settlement has been reached by the Parties in the constituent actions that make up the consolidated class action
pending in the United States District Court for the Southern District of New York (the “District Court”), which was brought
on behalf of the Settlement Class. The District Court has preliminarily certified the Settlement Class for purposes of
Settlement only. The Court has not yet ruled on the fairness, adequacy, or reasonableness of the Settlement or class counsel’s
1All capitalized terms that are not defined in this Notice have the meaning ascribed to them in the Stipulation of Settlement (the
“Stipulation”) dated June 16, 2017, which is available on the website established for the Settlement at
www.chcgroupsecuritieslitigation.com. 2 A copy of this Notice may be found at www.chcgroupsecuritieslitigation.com.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 56 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 2
application for an award of attorneys’ fees. You have received this Notice because the Parties’ records indicate that you may
be a member of the Settlement Class. This Notice is designed to inform you of your rights, how you can submit a Claim
Form, and how you can comment in favor of the Settlement or object to the Settlement. If the Settlement is approved by the
District Court, the Settlement will be binding upon you, unless you exclude yourself, even if you do not submit a Claim Form
to obtain money from the Net Settlement Fund and even if you object to the Settlement.
A hearing to be held by the District Court on notice to the Settlement Class, to consider approval of the Settlement, the Plan of
Allocation, and the Fee and Expense Application (the “Settlement Hearing”) will be held before the Honorable Lewis A.
Kaplan, United States District Court Judge, at ___:_____ __.m. on _______________, 2017, in Courtroom 21B of the Daniel
Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York.
THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT AND SHOULD NOT
BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY
CLAIMS OR DEFENSES BY ANY OF THE PARTIES. IT IS BASED ON CONTENTIONS OF THE PARTIES
AND IS SENT FOR THE SOLE PURPOSE OF INFORMING YOU OF THE EXISTENCE OF THE LAWSUIT AND
OF THE FINAL SETTLEMENT HEARING ON A PROPOSED SETTLEMENT SO THAT YOU MAY MAKE
APPROPRIATE DECISIONS AS TO STEPS YOU MAY, OR MAY NOT, WISH TO TAKE IN RELATION TO THE
LAWSUIT.
I. BACKGROUND OF THE LAWSUIT
On or about January 16, 2014, CHC completed its initial public offering (“IPO”) and sold 31 million CHC shares at a
price of $10.00 per share, and a further 3 million shares through the Underwriter Defendants’ exercise of an over-allotment
option.
The above-captioned securities class action (“Action”) alleges violations of Sections 11, 12(a)(2), and 15 of the
Securities Act of 1933 (the “Securities Act”) against CHC, certain of its executive officers and directors, and the underwriter
banks that served as underwriters for CHC’s January 16, 2014 initial public offering (“January 16, 2014 IPO”) (collectively,
“Defendants”). Specifically, the Action alleges that CHC’s January 16, 2014 IPO Offering materials omitted to disclose that
one of CHC’s two largest customers, Petroleo Brasileiro S.A. (“Petrobras”), had stopped making payments on its contracts
with CHC starting as far back as April, 2013. CHC allegedly did not disclose this information until the July 9, 2014 Fiscal
Year 2014 Fourth Quarter Conference Call. Allegedly in response to this disclosure, CHC’s stock price declined to $7.63 per
share, nearly 12% below its July 9, 2014 closing price, and more than 23% below the January 16, 2014 IPO price. As a result
of the Defendants’ alleged omission, and the decline in market value of CHC’s securities, Plaintiffs alleged that they and other
Class members suffered significant financial losses.
By order dated September 21, 2015 (the “Order”) (ECF No. 32), the District Court consolidated the actions that
comprise the caption of the Stipulation and appointed Errol Rudman and Rudman Partners L.P. as Lead Plaintiffs in Case No.
15 Civ. 3773. In the same Order, the District Court further appointed Kirby McInerney LLP (“Lead Counsel”) as lead counsel
for the putative class in the Consolidated Action.
On December 18, 2015, Defendants moved to dismiss the Class Action Complaint (“CAC”). On January 29, 2016,
Plaintiffs filed their Opposition to Defendants’ motions to dismiss the CAC. Defendants filed a joint reply in support of their
motions to dismiss on February 19, 2016.
On November 7, 2016, the Court entered its Memorandum Opinion on the various motions to dismiss that had been
filed in this Action. The Court granted the Motion to Dismiss as against all Defendants except CHC and denied as to CHC
only on the ground that the continuation of the Action was precluded by 11 U.S.C. § 362(a).3
3 Lead Plaintiffs filed a Notice of Appeal on December 7, 2016.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 57 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 3
On or about November 28, 2016, the parties came to agreement in principle to settle this action for $3,850,000. This
agreement came after extensive negotiations and a mediation with Lawrence Pollack of JAMS, some of which predated the
Court’s November 7, 2016 Memorandum Opinion.
Defendants have denied the claims asserted against them in the Consolidated Action and deny having engaged in any
wrongdoing or violation of law of any kind whatsoever. Defendants have agreed to the Settlement solely to eliminate the
burden and expense of continued litigation. Accordingly, the Settlement may not be construed as an admission of any
wrongdoing by any of the Defendants.
Plaintiffs and Defendants, and their counsel, have concluded that the Settlement is advantageous, considering the risks
and uncertainties to each side of continued litigation. The significant cash benefits under the Settlement must be considered
against the significant risk that a smaller recovery – or indeed no recovery at all in light of the Court’s prior order granting
Defendants’ motion to dismiss the claims – might by achieved after a heavily contested appeals process, contested motions, a
contested trial and likely further appeals, a process that could be expected to last several years into the future. Plaintiffs and
Lead Counsel have determined that the Settlement is fair, reasonable, and adequate and is in the best interests of the
Settlement Class Members.
The Settlement creates a Settlement Fund in the amount of $3,850,000 in cash, plus interest that accrues on the fund
prior to distribution. Your recovery from the Settlement Fund will depend on a number of variables, including the number of
shares of CHC common stock that you purchased during the Class Period, and the timing of your purchases and sales. Lead
Plaintiffs estimate that if all eligible Claimants submit a valid Claim Form, the average distribution per damaged CHC share
will be approximately $0.11 before deduction of Court-approved fees and expenses. Settlement Class Members should note,
however, that this is only an estimate based on the overall number of potentially affected shares of CHC common stock.
Settlement Class Members may recover more or less than the amount estimated herein.
Plaintiffs and Defendants do not agree on the average amount of damages per CHC share that would be recoverable if
Plaintiffs were to have prevailed in the Consolidated Action. The issues on which the Parties disagree include: (1) whether
the claims are barred by the statute of limitations; (2) whether Plaintiffs identified any materially misleading statements or
omissions by Defendants; and (3) the extent to which the decline in CHC’s share price was caused by factors other than the
alleged misrepresentations or omissions.
Plaintiffs’ counsel, who have been prosecuting this Consolidated Action on a wholly-contingent basis since its
inception, have not received any payment of attorneys’ fees for their representation of the Settlement Class and they have
advanced the funds to pay expenses necessarily incurred to prosecute the Consolidated Action. Lead Counsel will apply to the
Court for an award of attorneys’ fees for all Plaintiffs’ Counsel in the amount not to exceed one-third 33.33% of the
Settlement Fund. In addition, Lead Counsel will apply for reimbursement of litigation expenses (exclusive of administration
costs) paid or incurred in connection with the prosecution and resolution of the claims against the Defendants, in an amount
not to exceed $55,000 (which may include an application for reimbursement of the reasonable costs and expenses incurred by
Lead Plaintiffs directly related to its representation of the Settlement Class). Any fees and expenses awarded by the Court
will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses. If
the Settlement is approved, and Lead Counsel’s fee and expense application is granted in its entirety, the average cost per
CHC share of these fees and expenses will be approximately $0.04.
Lead Plaintiffs and the Settlement Class are being represented by Kirby McInerney LLP. Any questions regarding the
Consolidated Action or the Settlement should be directed to Ira Press, Esq., or Meghan Summers, Esq., at Kirby McInerney
LLP, 825 Third Avenue, 16th Floor, New York, NY 10022, (212) 371-6600.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 58 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 4
Your Legal Rights and Options in the Settlement:
Submit A Claim Form By [] [ ],
2017
This is the only way to be eligible to get a payment in connection
with the Settlement.
Exclude Yourself From The
Settlement Class By Submitting A
Written Request Postmarked No
Later Than [ ] [ ], 2017
If you exclude yourself from the Settlement Class, you will not be
eligible to get any payment from the Net Settlement Fund. This is
the only option that allows you to be part of any other lawsuit
against any of the Defendants or the other Released Parties
concerning the Released Claims (defined below).
Object To The Settlement Or The
Request For Fees and Expenses By
Submitting A Written Objection
No Later Than [] [ ], 2017
If you do not like the proposed Settlement, the proposed Plan of
Allocation, or the Fee and Expense Application, you may write to
the District Court and explain why you do not like them. You
cannot object to the Settlement, the Plan of Allocation, or the Fee
and Expense Application unless you are a Settlement Class Member
and do not exclude yourself.
Go To The Settlement Hearing On
[ ] [ ], 2017 At [ ] [ ].M., And File
A Notice Of Intention To Appear
No Later Than [ ] [ ], 2017
Filing a written objection and notice of intention to appear allows
you to speak in court about the fairness of the Settlement, the Plan
of Allocation, and/or the Fee and Expense Application. If you
submit a written objection, you may (but do not have to) attend the
hearing and speak to the District Court about your objection.
Do Nothing If you are a member of the Settlement Class and you do not submit
a Claim Form by [ ] [ ], 2017, you will not be eligible to receive any
payment from the Net Settlement Fund. You will, however, remain
a member of the Settlement Class, which means that you give up
your right to sue about the claims that are resolved by the
Settlement and you will be bound by any Judgments or Orders
entered by the District Court pertaining to the class actions in the
Consolidated Action.
[END OF COVER PAGE]
II. TERMS OF THE SETTLEMENT
The Stipulation setting forth the terms of the Settlement provides for the following:
A. Why Did I Get This Notice?
This Notice is being sent to you pursuant to an order of the District Court because you, someone in your family, or an
investment account for which you serve as a custodian may have purchased CHC common stock during the Class Period. The
District Court has directed us to send you this Notice because, as a potential Settlement Class Member, you have a right to
know about your options before the Court rules on the proposed Settlement. Additionally, you have the right to understand
how a class action lawsuit may generally affect your legal rights. If the District Court approves the Settlement and the Plan of
Allocation (or some other plan of allocation), the Claims Administrator selected by Lead Counsel and approved by the Court
will make payments pursuant to the Settlement and the court-approved Plan of Allocation after any objections and appeals are
resolved. This Notice is also being sent to inform you of a hearing to be held by the District Court to consider the fairness,
reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, and the Fee and Expense Application.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 59 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 5
In a class action lawsuit, the court selects one or more people, known as class representatives, to sue on behalf of all people
with similar claims, commonly known as the class or the class members. A class action is a type of lawsuit in which the
claims of a number of individuals are resolved together, thus providing the class members with both consistency and
efficiency. Once the class is certified, the court must resolve all issues on behalf of the class members, except for any Persons
who choose to exclude themselves from the class. In the Consolidated Action, the District Court appointed Plaintiffs to serve
as “Lead Plaintiffs” under a federal law governing lawsuits such as this one, and approved Plaintiffs’ selection of the law firm
of Kirby McInerney LLP to serve as Lead Counsel (“Lead Counsel”). The District Court has preliminarily certified the
Consolidated Action to proceed as a class action for settlement purposes only and preliminarily certified the Plaintiffs as the
representatives for the Settlement Class.
This Notice does not express any opinion by the District Court concerning the merits of any claim in the Consolidated Action.
The District Court has to decide whether to approve the Settlement. If the Court approves the Settlement and the Plan of
Allocation, payments to Authorized Claimants will be made after any appeals are resolved, and after the completion of all
claims processing. Please be patient.
B. What Does The Settlement Provide?
In exchange for the release of the Released Claims against each of Defendants and the Released Parties, as well as dismissal
of the litigation as against Defendants, the insurer for Defendants, has agreed to pay the sum of three million, eight hundred
and fifty thousand United States dollars ($3,850,000), plus interest earned thereon for the benefit of the Settlement Class. The
Settlement Fund less all Taxes, Notice and Administration Costs, and Fee and Expense Award paid out of the Settlement Fund
in accordance with the Stipulation, the Notice and Scheduling Order Order, the Final Approval Order, and any other orders of
the District Court (the “Net Settlement Fund”) will be divided among all eligible Settlement Class Members who send in a
valid Proof of Claim. The Proof of Claim is described in more detail below in Section F below.
C. Am I Included In The Settlement?
You are included in the Settlement if you purchased CHC common stock during the Class Period and were damaged thereby.
Excluded from the Class are Defendants, members of the Individual Defendants’ Immediate Families, all current and former
directors and officers of CHC during the class period, any firm, trust, partnership, corporation or entity in which any
Defendant has a controlling interest and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such
excluded person or entity. The foregoing exclusion shall not cover “Investment Vehicles,” which for these purposes shall
mean any investment company, pooled investment fund or separately managed account (including, but not limited to, mutual
fund families, exchange-traded funds, fund of funds, private equity funds, real estate funds, hedge funds, and employee
benefit plans) in which any Underwriter Defendant or any of its affiliates has or may have a direct or indirect interest or as to
which any Underwriter Defendant or any of its affiliates may act as an investment advisor, general partner, managing
member, or in other similar capacity (other than an investment vehicle of which the Underwriter Defendant or any of its
affiliates is a majority owner or holds a majority beneficial interest and only to the extent of such Underwriter Defendant’s or
affiliate’s ownership or interest). Also excluded from the Settlement Class are any Persons who exclude themselves
by submitting a request for exclusion in accordance with the requirements set forth in this Notice (see pages 9-11 below).
PLEASE NOTE: RECEIPT OF THIS NOTICE DOES NOT MEAN THAT YOU ARE A SETTLEMENT CLASS
MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF
YOU ARE A SETTLEMENT CLASS MEMBER AND YOU WISH TO BE ELIGIBLE TO PARTICIPATE IN THE
DISTRIBUTION OF PROCEEDS FROM THE SETTLEMENT, YOU ARE REQUIRED TO SUBMIT THE CLAIM
FORM THAT IS BEING DISTRIBUTED WITH THIS NOTICE AND THE REQUIRED SUPPORTING
DOCUMENTATION AS SET FORTH THEREIN POSTMARKED NO LATER THAN [ ], 2017.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 60 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 6
D. What Might Happen If There Were No Settlement?
If there were no Settlement and Plaintiffs failed to establish any essential legal or factual element of its claims against the
Defendants, neither it nor the Settlement Class would recover anything from the Defendants. Also, if the Defendants were
successful in proving any of their defenses, the Settlement Class could recover substantially less than the amounts provided in
the Settlement, or nothing at all.
E. What Is The Legal Effect Of The Settlement On My Rights?
If you are a member of the Settlement Class, the Settlement will affect you. If the District Court grants approval of the
Settlement, the Consolidated Action will be dismissed with prejudice and all Settlement Class Members will fully release and
discharge the Defendants and Released Parties from all claims (as detailed below) for relief arising out of or based on
Plaintiffs’ allegations. When a Person “releases” claims, that means that Person cannot sue the Defendants or Released
Parties for any of the claims covered by the release. If you are a Settlement Class Member and you submit a valid and timely
Claim Form, you will receive a payment based upon the distribution formula described below.
F. What Will I Receive From The Settlement?
At this time, it is not possible to make any determination as to how much a Settlement Class Member may receive from the
Settlement. Pursuant to the Settlement, the insurer for Defendants has agreed to pay $3,850,000 in cash. The settlement
amount will be deposited into an interest-bearing escrow account. If the Settlement is approved by the District Court, the Net
Settlement Fund will be distributed to Settlement Class Members as set forth in the proposed Plan of Allocation, or such other
plan as the District Court may approve.
After approval of the Settlement by the District Court and upon satisfaction of the other conditions to the Settlement, the Net
Settlement Fund will be distributed to Authorized Claimants in accordance with the Plan of Allocation approved by the
District Court. Under the proposed Plan of Allocation, your share of the Net Settlement Fund will depend on: (1) the dates
you acquired or sold your CHC common stock; (2) the number of shares of CHC common stock acquired or sold and the price
paid or received; (3) the expense of administering the claims process; (4) any attorneys’ fees and expenses awarded by the
Court; (5) interest income received and taxes paid by the Settlement Fund; (6) the number of eligible shares of CHC common
stock acquired by other Settlement Class Members who submit timely and valid Proof of Claim Forms; and (7) the
Recognized Losses of all other Authorized Claimants computed in accordance with the Plan of Allocation set out on
pages 7-9 below.
You can calculate your Recognized Loss in accordance with the formula set forth below in the proposed Plan of Allocation. In
the event the aggregate Recognized Losses of all timely and validly submitted Proof of Claim Forms exceed the Net
Settlement Fund, your share of the Net Settlement Fund will be proportionally less than your calculated Recognized Loss. It is
unlikely that you will get a payment for all of your Recognized Loss. After all Settlement Class Members have sent in their
Proof of Claim Forms, the payment you get will be that proportion of the Net Settlement Fund equal to your Recognized Loss
divided by the total Recognized Losses of all Settlement Class Members who submit timely and valid Proof of Claim Forms
(the “Pro Rata Share”). See the Plan of Allocation on pages 7-9 for more information on your Recognized Loss.
The Net Settlement Fund will not be distributed until the District Court has approved a plan of allocation, and the time for any
petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired.
Neither the Defendants nor any other Person that paid any portion of the Settlement Amount is entitled to get back any portion
of the Net Settlement Fund once the District Court’s Final Approval Order and Judgment approving the Settlement becomes
final. The Defendants will not have any liability, obligation, or responsibility for the administration of the Settlement or
disbursement of the Net Settlement Fund or the Plan of Allocation.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 61 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 7
Approval of the Settlement is independent from approval of the Plan of Allocation. Any determination with respect to the
Plan of Allocation will not affect the Settlement, if approved.
Each Person wishing to participate in the distribution must timely submit a valid Claim Form establishing membership in the
Settlement Class, and including all required documentation, postmarked on or before [ ], 2017, to the address set forth in the
Claim Form that accompanies this Notice.
Any Settlement Class Member who fails to submit a Claim Form postmarked on or before [ ], 2017, shall be fully and forever
barred from receiving payments pursuant to the Settlement unless the District Court orders otherwise, but will in all other
respects remain a Settlement Class Member and be subject to the provisions of the Stipulation and Settlement that is approved,
including the terms of any Judgment entered and releases given.
The District Court has reserved jurisdiction to allow, disallow, or adjust the Claim of any Settlement Class Member on
equitable grounds.
Each Claimant shall be deemed to have submitted to the jurisdiction of the District Court with respect to his, her, or its Claim
Form. Upon request of the Claims Administrator, each Person that submits a Claim Form shall subject his, her, or its Claim to
investigation as to his, her, or its status as a Claimant and the allowable amount of his, her, or its Claim.
Persons that are excluded from the Settlement Class by definition or that exclude themselves from the Settlement Class will
not be eligible to receive a distribution from the Net Settlement Fund and should not submit a Claim Form.
Proposed Plan Of Allocation
The Net Settlement Fund will be distributed to Settlement Class Members who submit valid, timely Claim Forms. If you have
a net loss on all transactions in CHC common stock during the Class Period, you will be paid the percentage of the Net
Settlement Fund that your Recognized Loss bears to the total of the Recognized Losses of all Authorized Claimants. Payment
in this manner shall be deemed conclusive against all Authorized Claimants. The calculation of Claims below is not an
estimate of the amount you will receive. It is a formula for allocating the Net Settlement Fund among all Authorized
Claimants.
Each Authorized Claimant’s Recognized Loss will be calculated as follows:
I. For CHC shares purchased during the Class Period but prior to March 13, 2014, the claim per CHC common
stock shall be as follows:
a. For shares sold before March 13, 2014, the Recognized Loss shall be zero.
b. For shares sold between March 13, 2014 and July 9, 2014, inclusive, the Recognized Loss shall be the lesser
of (1) $1.19, and (2) the difference between (i) the lesser of the purchase price and $8.90, and (ii) the greater
of the sale price and $7.71.
c. For shares not sold prior to July 10, 2014, the Recognized Loss shall be the lesser of (1) $1.27, and (2) the
difference between (i) the lesser of the purchase price and $8.90, and (ii) the greater of the sale price and
$7.63.
II. For CHC shares purchased during the period from March 13, 2014 through and including July 10, 2014, the claim
per CHC common stock shall be as follows:
a. For shares sold before July 10, 2014, the Recognized Loss shall be zero.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 62 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 8
b. For shares not sold prior to July 10, 2014, the Recognized Loss shall be the lesser of (1) $0.99, or (2) the
difference between (i) the lesser of the purchase price and $8.62, and (ii) the greater of the sale price and
$7.63.
Purchases and sales are matched on a last in, first out (“LIFO”) basis, except that purchases that were made in order to cover
short sales should be matched to the short sales they covered.
The date of purchase or sale is the “contract” or “trade” date as distinguished from the “settlement” or “payment” date.
However, for shares of CHC common stock that were put to investors pursuant to put options sold by those investors, the
purchase of CHC common stock shall be deemed to have occurred on the date that the put option was sold, rather than the
date on which the CHC common stock was subsequently put to the investor pursuant to that option. The proceeds of any put
option sales shall be offset against any losses from shares of CHC common stock that were purchased as a result of the
exercise of the put option. Additionally, CHC common stock acquired during the Class Period through the exercise of a call
option shall be treated as a purchase on the date of exercise for the exercise price plus the cost of the call option, and any
Claim arising from such transaction shall be computed as provided for other purchases of CHC common stock as set forth
herein.
The receipt or grant by gift, devise or inheritance of CHC common stock during the Class Period shall not be deemed to be a
purchase of CHC common stock for the calculation of an Authorized Claimant’s Recognized Loss if the Person from which
the CHC common stock was received did not themselves acquire the CHC common stock during the Class Period, nor shall it
be deemed an assignment of any claim relating to the purchase of such CHC common stock unless specifically provided in the
instrument or gift or assignment.
An Authorized Claimant will be eligible to receive a distribution from the Net Settlement Fund only if the Authorized
Claimant had a net loss, after all profits from transactions in CHC common stock during the Class Period are subtracted from
all losses from transactions in CHC common stock during the Class Period.
If an Authorized Claimant’s distribution amount calculates to less than $10.00, no distribution will be made to that Authorized
Claimant.
Distributions will be made to Authorized Claimants after all Claims have been processed and after the District Court has
approved the Settlement. If there is any balance remaining in the Net Settlement Fund six months from the date of
distribution of the Net Settlement Fund by reason of un-cashed distributions or otherwise, then, after the Claims Administrator
has made reasonable efforts to have Authorized Claimants cash their distributions, and it is economically feasible, any balance
remaining in the Net Settlement Fund shall be redistributed to Authorized Claimants who have cashed their initial
distributions and who would receive at least $10.00 from such redistribution after the payment of any taxes and unpaid costs
or fees incurred in administering the Net Settlement Fund for such redistribution. Lead Counsel shall, if feasible, continue to
reallocate any further balance remaining in the Net Settlement Fund after the redistribution is completed among Settlement
Class members in the same manner and time frame as provided for above. In the event that Lead Counsel determines that
further redistribution of any balance remaining (following the initial distribution and redistribution) is no longer feasible,
thereafter Lead Counsel shall donate the remaining funds, if any, to a non-sectarian, not-for-profit 501(c)(3) organization
serving the public interest, to be designated by Lead Counsel and approved by the District Court.
Payment pursuant to the Plan of Allocation, or such other plan as may be approved by the District Court, shall be conclusive
against all Authorized Claimants. No Person shall have any claim against Lead Plaintiffs, Lead Counsel, Defendants, and
their respective counsel or any of the other Released Parties, or the Claims Administrator or other agent designated by Lead
Counsel arising from distributions made substantially in accordance with the Stipulation, the Plan of Allocation approved by
the District Court, or further orders of the District Court. Lead Plaintiffs, Defendants, and their respective counsel, and all
other Released Parties shall have no responsibility or liability whatsoever for the investment or distribution of the settlement
funds, the Net Settlement Fund, the Plan of Allocation, or the determination, administration, calculation, or payment of any
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 63 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 9
Claim Form or nonperformance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement
Fund, or any losses incurred in connection therewith.
The Plan of Allocation set forth herein is the plan that is being proposed by Lead Plaintiffs and Lead Counsel to the District
Court for approval. The District Court may approve this Plan of Allocation as proposed or it may modify the Plan of
Allocation without further notice to the Settlement Class. Any orders regarding a modification of the Plan of Allocation will
be posted on the settlement website, www.chcgroupsecuritieslitigation.com.
G. Can I Decide To Opt Out Of This Settlement?
Yes. If you do not wish to be included in the Settlement Class and you do not wish to participate in the Settlement, you may
request to be excluded. To do so, you must submit a written request for exclusion that must be signed by you or your
authorized representative and postmarked on or before _______________, 2017. You must set forth: (a) the name, address,
and telephone number of the Person requesting exclusion; (b) the number of shares of CHC common stock purchased,
acquired and/or sold during the Class Period; (c) prices paid or received for such CHC common stock; (d) the date of each
purchase, acquisition or sale transaction; and (e) a statement that the Person wishes to be excluded from the Settlement Class.
The exclusion request should be addressed as follows:
Rudman, et al. v. CHC Group, Ltd., et al, EXCLUSION REQUEST
Claims Administrator
c/o A.B. Data, Ltd.
P.O. Box 170700
Milwaukee, WI 53217
NO REQUEST FOR EXCLUSION WILL BE CONSIDERED VALID UNLESS ALL OF THE INFORMATION
DESCRIBED ABOVE IS INCLUDED IN ANY SUCH REQUEST AND RECEIVED WITHIN THE TIME STATED
ABOVE, OR IS OTHERWISE ACCEPTED BY THE COURT.
If you timely and validly request exclusion from the Settlement Class, (a) you will be excluded from the Settlement Class, (b)
you will not share in the proceeds of the Settlement described herein, (c) you will not be bound by any Judgment entered in
the case, and (d) you will not be precluded, by reason of your decision to request exclusion from the Settlement Class, from
otherwise prosecuting an individual claim, if timely, against the Defendants based on the matters complained of in the
litigation. The Defendants may withdraw from and terminate the Settlement if Settlement Class Members who purchased the
requisite number of shares of CHC common stock exclude themselves from the Settlement Class.
H. What If A Settlement Class Member Is Deceased?
The authorized legal representative(s) of a Settlement Class Member may receive a recovery on behalf of the Settlement Class
Member.
I. What If I Bought CHC Common Stock On Someone Else’s Behalf?
If you purchased or otherwise acquired CHC common stock during the Class Period for the beneficial interest of a Settlement
Class Member, you must either (a) send copies of the Notice and Claim Form to the beneficial owners of the CHC common
stock within five (5) business days from the receipt of the Notice, and provide written confirmation to the Claims
Administrator of such; or (2) provide the names and addresses of such persons or entities to Rudman, et al, v. CHC Group,
Ltd. et al, c/o A.B. Data, Ltd., P.O. Box 170700, Milwaukee, WI 53217 within five (5) business days from the receipt of the
Notice. If you choose the second option, the Claims Administrator will send a copy of the Notice and the Claim Form to the
beneficial owners. Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 64 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 10
expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the out-of-pocket
expenses for which reimbursement is sought.
Copies of this Notice and the Claim Form can be obtained from the website maintained by the Claims Administrator,
www.chcgroupsecuritieslitigation.com, by calling the Claims Administrator toll-free at 866-905-8103, or from Lead
Counsel’s website, www.kmllp.com.
J. How And What Do I Do To Make Sure The Claims Administrator Has My Correct Address?
If your address changes from the address to which this Notice was directed, you must notify the Claims Administrator of your
new address as soon as possible. Failure to keep the Claims Administrator informed of your address may result in the loss of
any monetary award you might be eligible to receive. Please send your new contact information to the Claims Administrator
at the address listed below and include your old address, new address, new telephone number, date of birth, and Social
Security number. These last two items are required so that the Claims Administrator can verify that the address change is
from an actual Settlement Class Member.
Rudman, et al. v. CHC Group, Ltd., et al. ADDRESS CHANGE
Claims Administrator
c/o A.B. Data, Ltd.
P.O. Box 170700
Milwaukee, WI 53217
K. What Are Plaintiffs Being Paid?
Plaintiffs will receive only their proportionate share of the recovery, the same as all other Settlement Class Members.
However, Lead Counsel may apply for the reimbursement of the reasonable costs and expenses incurred by Lead Plaintiffs in
connection with the prosecution and resolution of the Consolidated Action as part of Lead Counsel’s Fee and Expense
Application.
L. What Are Plaintiffs’ Counsels’ Fees And Costs?
At the Settlement Hearing, Plaintiffs’ Counsel will request that the District Court award attorneys’ fees not to exceed one-
third (33.33%) of the Settlement Fund, plus expenses (exclusive of administration costs) not to exceed $55,000 which were
incurred in connection with the litigation of the Consolidated Action, plus interest thereon, which may include the reasonable
costs and expenses incurred by Lead Plaintiffs directly related to its representation of the Settlement Class, plus interest on
such expenses at the same rate as earned on the Settlement Amount. Whatever amount is approved by the Court as legal fees
and expenses will be paid from the Settlement Fund.
To date, Plaintiffs’ Counsel have not received any payment for their services in conducting this action, nor has counsel been
reimbursed for their substantial expenses. The fees requested by Plaintiffs’ Counsel will compensate Plaintiffs’ Counsel for
their efforts in achieving the Settlement Fund for the benefit of the Settlement Class, and for their risk in undertaking this
representation on a wholly-contingent basis. If the amount requested is approved by the Court, the average cost per damaged
CHC share will be $0.04.
M. How Will the Notice Costs and Expenses Be Paid?
Lead Counsel are authorized by the Stipulation to pay the Claims Administrator’s fees and expenses incurred in connection
with giving notice, administering the Settlement, and distributing the Net Settlement Fund to Settlement Class Members.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 65 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 11
III. PLAINTIFFS AND PLAINTIFFS’ COUNSEL SUPPORT THE SETTLEMENT
Plaintiffs and their Counsel believe that the claims asserted against the Defendants have merit. Plaintiffs and their Counsel
recognize, however, the expense and length of continued proceedings necessary to pursue its claims against these Defendants
through trial and appeals, as well as the difficulties in establishing liability and damages at trial. Plaintiffs and their Counsel
have also taken into account the possibility that the District Court would fail to certify the putative class and that the dismissal
of the claims might be affirmed on appeal and have considered issues that would have been decided by a jury in the event of a
trial of the Consolidated Action, including whether CHC’s registration statement was materially misleading, whether all of the
Settlement Class Members’ losses were caused by the alleged misrepresentations or omissions and the amount of damages.
Plaintiffs and their Counsel have considered the uncertain outcome and trial risk in complex lawsuits like this one, and that,
even if they were successful, after the resolution of the appeals that were certain to be taken (which could take years to
resolve), there may not be any funds in an amount significantly larger or even as much as the settlement amount.
In light of the value of the Settlement and the immediacy of a cash recovery to the Settlement Class, Plaintiffs and their
Counsel believe that the proposed Settlement is fair, reasonable, and adequate. Indeed, Plaintiffs and their Counsel believe
that the Settlement achieved is an excellent result and in the best interests of the Settlement Class. The Settlement, which
provides an immediate $3,850,000 in cash (less the various deductions described in this Notice), individually and collectively
provides substantial benefits now as compared to the risk that a similar, smaller, or no recoveries would be achieved after a
trial and appeals, possibly years in the future.
IV. WHAT OPPORTUNITY WILL I HAVE TO GIVE MY OPINION ABOUT THE SETTLEMENT?
A. How Can I Object To The Settlement, Plan of Allocation and Fee and Expense Application?
Any Settlement Class Member who does not request exclusion may object to the Settlement, the proposed Plan of Allocation,
and/or the Fee and Expense Application. Objections must be in writing. You must file any written objection, together with
copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the
Southern District of New York at the address set forth below on or before __________ __, 2017. Your written objection
should include all reasons for the objection, including any legal and evidentiary support you wish to bring to the Court’s
attention. The objection must also include your name, address, telephone number, and the number of shares of CHC common
stock you purchased and sold during the Class Period, including proof of your purchases and sales of CHC common stock.
You must also serve the papers on designated representative Lead Counsel and Defendants’ counsel at the addresses set forth
below for their respective counsel so that the papers are received on or before ___________ __, 2017.
To be considered, your objection must be filed with the Office of the Clerk’s Office no later than ____________ __, 2017, to:
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 66 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 12
Clerk’s Office
Clerk of the Court
United States District Court
Southern District of New York
Daniel Patrick Moynihan
United States Courthouse
500 Pearl Street
New York, NY 10007
Re: Rudman, et al v. CHC Group, Ltd., et al.,
Case No. 15 Civ. 3773 (LAK)
Defendants’ Counsel
Andrew J. Levander, Esq.
Neil A. Steiner, Esq.
Andrew Spievack, Esq.
Sarah Lyons, Esq.
Dechert LLP
1095 Avenue of the
Americas
New York, NY 10036
Counsel for Defendants CHC
Group Ltd., William J.
Amelio, Joan S. Hooper,
Rebecca Camden, William E.
Macaulay, Jonathan Lewis
and Kenneth W. Moore
Charles S. Duggan, Esq.
Andrew Ditchfield, Esq.
Alyssa Beaver Gomez, Esq.
Davis Polk & Wardwell
LLP
450 Lexington Avenue
New York, New York 10017
Counsel for Defendants J.P.
Morgan Securities LLC,
Barclays Capital Inc., UBS
Securities LLC, HSBC
Securities (USA) Inc., RBC
Captial Markets, LLC, Wells
Fargo Securities LLC, BNP
Paribas Securities Corp.,
Standard Bank Plc, Cormark
Securities (USA) Ltd., Cowen
and Company, LLC Raymond
James & Associates, Inc.,
Simmons & Company,
International (Piper Jaffray
& Co., as successor in
interest) and Tudor,
Pickering, Holt & Co.
Securities Inc.
Lead Counsel
Ira M. Press, Esq.
Meghan J. Summers, Esq.
Kirby McInerney LLP
825 Third Avenue,
16th Floor
New York, NY 10022
Counsel for Lead Plaintiffs
and the Class
You may file a written objection without having to appear at the Settlement Hearing. You may not, however, appear at the
Settlement Hearing to present your objection unless you first filed and served a written objection in accordance with the
procedures described above, unless the Court orders otherwise.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 67 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 13
If you file an objection to the Settlement, Plan of Allocation, and/or the Fee and Expense Application you also have a right to
appear at the Settlement Hearing either in person or through counsel hired by you at your own expense. You are not required,
however, to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. If you
wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or the Fee and
Expense Application, and if you file and serve a timely written objection as described above, you must also file a notice of
appearance with the Clerk’s Office and serve it on the Claims Administrator at the address set forth above. Persons who
intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of
appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the
hearing.
Unless the District Court orders otherwise, any Settlement Class Member who does not object in the manner described
above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the
proposed Settlement, the proposed Plan of Allocation and the Plaintiffs’ Fee and Expense Application. Settlement
Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.
B. What Rights Am I Giving Up By Remaining In The Class?
If you remain in the Settlement Class, you will be bound by any orders issued by the District Court. For example, if the
District Court approves the Settlement, the District Court will enter the Final Approval Order and Judgment. The Final
Approval Order and Judgment will dismiss with prejudice the claims against the Defendants and will provide that, upon the
Effective Date of the Settlement, Plaintiffs and each of the other members of the Settlement Class on behalf of themselves,
their respective heirs, executors, administrators, predecessors, successors, and assigns, among others, shall be deemed by
operation of law to have fully granted and completely discharged, dismissed with prejudice, settled and released, and agreed
to be barred by a permanent injunction from the assertion of, Released Claims against any of the Released Parties and their
attorneys.
“Released Claims” means any and all claims, debts, demands, rights, liabilities, and causes of action of every nature and
description whatsoever (including, but not limited to, any claims for damages, restitution, rescission, disgorgement, interest,
attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal,
state, local, statutory, common law, foreign law, or any other law, rule or regulation, whether fixed or contingent, accrued or
un-accrued, liquidated or unliquidated, at law or in equity, matured or unmatured, including, without limitation, claims arising
under the Securities Act and claims arising under the Securities Exchange Act of 1934, whether class or individual in nature,
including both known claims and Unknown Claims (as defined below), whether or not concealed or hidden, that (i) have been
or could have been asserted in this Action or in the Complaint by the Plaintiffs against any of the Released Persons (as defined
below), or (ii) could have been or in the future could be asserted in any other forum, whether foreign or domestic, by the
Plaintiffs and their present or past heirs, executors, estates, administrators, predecessors, successors, assigns, parents,
subsidiaries, associates, affiliates, directors, managing directors, officers, employees, partners, principals, agents, members,
managing members, controlling shareholders, attorneys, accountants or auditors, financial and other advisors or consultants,
banks or investment bankers, personal or legal representatives, underwriters, insurers, co-insurers, reinsurers, lenders, and any
other representatives of any of these persons and entities, against any of the Released Persons that arise out of, or are based
upon or related in any way to: (a) the allegations, transactions, facts, matters or occurrences, representations or alleged
omissions involved in the Action, or set forth or referred to in the Complaint, or (b) the purchase, acquisition, disposition, sale
or retention of, or other transaction in, CHC securities during the Settlement Class Period, including, without limitation,
claims that arise out of, are based upon or relate to in any way any disclosures, Securities and Exchange Commission filings,
press releases, registration statements, offering memoranda, or other public statements by, on behalf of, attributable to or
concerning CHC during the Class Period. “Released Claims” further includes (i) any right to appeal the November 7, 2016
Order dismissing the Complaint in its entirety and (ii) any and all claims arising out of, based upon or related in any way to
the settlement or resolution of the Action, except for any alleged breaches of the Stipulation.
“Related Parties” means, with respect to the Defendants, each and all of their respective past or present, direct or indirect
parents, subsidiaries, affiliates, controlling or majority shareholders (including each member of a control group), financial
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 68 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 14
sponsors, successors and assigns, and each and all of their respective past or present directors, officers, employees, partners,
members, principals, agents, underwriters, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants,
auditors, financial or investment advisors or consultants, banks or investment bankers, personal or legal representatives,
predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, executors, estates,
administrators, related or affiliated entities, affiliated funds, any entity in which a Defendant has a controlling interest, any
members of any Individual Defendant’s Immediate Family, or any trust of which any Individual Defendant is the settlor or
which is for the benefit of any Individual Defendant or Individual Defendant’s Immediate Family.
“Released Parties” means each and all of the Defendants and their Related Parties.
“Unknown Claims” means any claims that Lead Plaintiffs or any Settlement Class Member does not know or suspect
to exist in his, her, or its favor at the time of the release of the Released Persons that, if known by him, her, or it, would or
might have affected his, her, or its settlement with and release of the Released Persons, or would or might have affected his,
her, or its decisions with respect to this settlement.
Lead Plaintiff, on behalf of himself and the Settlement Class Members, further affirms, and by operation of
the Judgment the Settlement Class Members will be deemed to affirm, that no fact, evidence, event or transaction currently
unknown to them but that hereafter may become known to them shall affect in any way or manner the final and unconditional
nature of this Release. Lead Plaintiff, on behalf of himself and the Settlement Class Members, further acknowledges that he is
familiar, and by operation of the Judgment the Settlement Class Members shall be deemed to be familiar, with the provisions
of California Civil Code § 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN THE CREDITOR'S FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY THE CREDITOR, MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Lead Plaintiff, on behalf of himself and the Settlement Class Members, being aware of California Civil Code
§ 1542, hereby expressly waives, and by operation of the Judgment the Settlement Class Members shall be deemed to have
waived, any rights they may have thereunder, as well as any other statutes or common law principles of similar effect.
Lead Plaintiffs and Settlement Class Members may hereafter discover facts in addition to or different from
those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead
Plaintiffs upon the Effective Date shall expressly, fully, finally, and forever settle and release and each Settlement Class
Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and
forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-
contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity
now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or
without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different
or additional facts. Lead Plaintiffs acknowledge, and the Settlement Class Members shall be deemed by operation of the
Judgment to have acknowledged, that the inclusion of Unknown Claims in the definition of Released Claims was separately
bargained for and a key element of the settlement of which this release is a material and essential part.
V. SETTLEMENT HEARING
The District Court will hold a Settlement Hearing at ___:_____ __.m. on _______________, 2017 in Courtroom 21B of the
United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500
Pearl Street, New York, NY 10007, to determine whether the Settlement should be approved as fair, reasonable, and adequate.
The District Court will also be asked to approve the proposed Plan of Allocation and the Fee and Expense Award. The
District Court may adjourn or continue the Settlement Hearing without further notice to the Settlement Class. If you intend to
attend the Settlement Hearing, you should confirm the date and time with Lead Counsel.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 69 of 102
Exhibit A-1
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 15
Settlement Class Members do not need to attend the Settlement Hearing. The District Court will consider any
submission made in accordance with the provisions in this Notice even if the Settlement Class Member does not attend
the hearing. You can participate in the Settlement without attending the Settlement Hearing.
VI. GETTING MORE INFORMATION
This Notice is a summary and does not describe all of the details of the Stipulation. For precise terms and conditions of the
Settlement, you may review the Stipulation filed with the District Court, as well as the other pleadings and records of this
litigation, which may be inspected during business hours, at the office of the Clerk of the Court, United States District Court,
Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007,
at www.chcgroupsecuritieslitigation.com, or from Lead Counsel’s website, www.kmllp.com. Settlement Class Members
without access to the internet may be able to review this document online at locations such as a public library.
If you have any questions about the settlement of the Consolidated Action, you may contact Lead Counsel:
Ira M. Press
Meghan J. Summers
KIRBY McINERNEY LLP
825 Third Avenue, 16th Floor
New York, NY 10022
Tel: (212) 371-6600
You may also call or write to the Claims Administrator at Rudman et al., v. CHC Group, Ltd., et al., c/o A.B. Data, Ltd., P.O.
Box 170700, Milwaukee, WI 53217, email the Claims Administrator at info@chcgroupsecuritieslitigation.com, or call
866-905-8103, stating that you are requesting assistance regarding the CHC Group litigation.
DO NOT TELEPHONE OR WRITE THE DISTRICT COURT OR THE OFFICE OF THE CLERK OF THE
COURT REGARDING THIS NOTICE.
DATED: ______________________, 2017 BY ORDER OF THE DISTRICT COURT,
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 70 of 102
3
EXHIBIT A-2
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 71 of 102
Exhibit A-2
1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
RUDMAN, ET AL., v. CHC GROUP, LTD., ET AL.,
Civil Action No. 15-cv-3773 (LAK)
SUMMARY NOTICE
TO: ALL PERSONS WHO PURCHASED SHARES OF CHC GROUP LTD. (“CHC”)
COMMON STOCK IN THE JANUARY 16, 2014 IPO AND/OR IN THE OPEN
MARKET DURING THE PERIOD FROM JANUARY 16, 2014 THROUGH AND
INCLUDING JULY 10, 2014 (the “CLASS PERIOD”)
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District
Court for the Southern District of New York (the “District Court”) and Rule 23 of the Federal
Rules of Civil Procedure, that a hearing will be held at ___:_____ __.m. on _______________,
2017 before the Honorable Lewis A. Kaplan, United States District Court Judge, in Courtroom
21B, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York,
New York, 10007 for the purpose of determining (1) whether the proposed settlement of the
Consolidated Action for the principal amount of $3,850,000, plus accrued interest, should be
approved by the District Court as fair, reasonable, and adequate; (2) whether the Final Approval
Order and Judgment should be entered by the District Court dismissing the Consolidated Action
with prejudice; (3) whether the proposed Plan of Allocation is fair, reasonable, and adequate and,
therefore, should be approved; and (4) whether the Fee and Expense Application should be
approved. In connection with the Fee and Expense Application, Lead Counsel will request
attorneys’ fees not to exceed one-third (33.33%) of the Settlement Fund, plus expenses
(exclusive of administration costs) not to exceed $55,000.
If you purchased CHC common stock in the January 16, 2014 IPO and/or in the open
market during the period from January 16, 2014 through and including July 10, 2014, your rights
may be affected by the settlement of the Consolidated Action. If you have not received a
detailed Notice of Settlement of Class Action and Settlement Fairness Hearing, and Motion For
an Award of Attorneys’ Fees and Reimbursement of Litigation Expenses (the “Notice”) and a
copy of the Claim Form, you may obtain copies by writing to Rudman, et al. v. CHC Group,
Ltd., et al, c/o A.B. Data, Ltd., P.O. Box. 170700, Milwaukee, WI 53217, by emailing the Claims
Administrator at info@chcgroupsecuritieslitigation.com, by calling toll free 866-905-8103,
visiting the settlement website on the internet at www.chcgroupsecuritieslitigation.com, or from
Lead Counsel’s website at www.kmllp.com. If you are a Settlement Class Member, in order to
share in the distribution of the Net Settlement Fund, you must submit a Claim Form, postmarked
on or before _______________, 201_, establishing that you are entitled to recovery.
If you desire to be excluded from the Settlement Class, you must submit a request for
exclusion postmarked by no later than _______________, 201_, in the manner and form
explained in the detailed Notice referred to above. All members of the Settlement Class who
have not timely and validly requested exclusion from the Settlement Class will be bound by any
judgment entered in the Consolidated Action pursuant to the Stipulation of Settlement dated as of
_____________, 201_. If you properly and timely exclude yourself from the Settlement Class,
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 72 of 102
Exhibit A-2
2
you will not be bound by any judgments or orders entered by the Court in the Action and you
will not be eligible to share in the proceeds of the Settlement.
Any objections to any aspect of the proposed Settlement, the proposed Plan of Allocation
or Lead Counsel’s application for an award of attorneys’ fees and reimbursement of expenses,
must be filed with the Court and delivered to designated representative Lead Counsel and
counsel for the Defendants such that they are received no later than _______________, 201__, in
accordance with the instructions set forth in the Notice.
PLEASE DO NOT CONTACT THE DISTRICT COURT OR THE CLERK’S
OFFICE REGARDING THIS NOTICE. If you have any questions about the Settlement, you
may contact Lead Counsel:
Ira Press, Esq.
Meghan Summers, Esq.
KIRBY McINERNEY LLP
825 Third Avenue, 16th
New York, NY 10022
Tel: (212) 371-6600
DATED: __________________ ____, 2017 BY ORDER OF THE DISTRICT COURT,
UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW
YORK
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 73 of 102
4
EXHIBIT A-3
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 74 of 102
Exhibit A-3
-1-
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
RUDMAN, ET AL., v. CHC GROUP, LTD., ET AL., Civil Action No. 15-cv-3773 (LAK)
PROOF OF CLAIM AND RELEASE
I. GENERAL INSTRUCTIONS
1. To recover as a member of the Settlement Class based on your claims in the
action entitled Rudman, et al. v. CHC Group, Ltd., et al., 15 Civ. 3773 (the “Consolidated
Action”), you must complete and, on page 11 hereof, sign this Proof of Claim and Release
Form (the “Claim Form”). If you fail to file a properly addressed Claim Form (as set forth in
section 3 below), your Claim may be rejected and you may be precluded from any recovery from
the Net Settlement Fund created in connection with the proposed Settlement of the Consolidated
Action.1
2. Submission of this Claim Form, however, does not assure that you will share in
the proceeds of the Settlement in the Consolidated Action.
3. YOU MUST MAIL YOUR COMPLETED AND SIGNED CLAIM FORM
POSTMARKED ON OR BEFORE ______________ __, 2017, ADDRESSED AS FOLLOWS:
Rudman, et al., v. CHC Group, Ltd., et al.,
Claims Administrator
c/o A.B. Data, Ltd.
P.O. Box 170700
Milwaukee WI 53217
1 Otherwise undefined terms have the definitions provided in the Stipulation of Settlement, dated
June 16, 2017 (the “Stipulation”).
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 75 of 102
Exhibit A-3
-2-
If you are NOT a Member of the Settlement Class, as defined in the Notice of Settlement of
Class Action and Settlement Fairness Hearing, and Motion for an Award of Attorneys’ Fees and
Reimbursement of Litigation Expenses (the “Notice”), DO NOT submit a Claim Form.
4. If you are a Member of the Settlement Class, you are bound by the terms of any
judgment entered in the Consolidated Action, WHETHER OR NOT YOU SUBMIT A CLAIM
FORM.
II. DEFINITIONS
1. “Defendants” means defendants CHC Group Ltd., William J. Amelio, Joan S.
Hooper, Rebecca Camden, William E. Macaulay, Jonathan Lewis, Kenneth W. Moore, J.P.
Morgan Securities LLC, Barclays Capital Inc., UBS Securities LLC, HSBC Securities (USA)
Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp.,
Standard Bank Plc, Cormark Securities (USA) Ltd., Cowen and Company, LLC, Raymond
James & Associates, Inc., Simmons & Company, International (Piper Jaffray & Co., as successor
in interest) and Tudor, Pickering, Holt & Co. Securities, Inc.
2. “Released Persons” and “Released Claims” are defined below.
III. CLAIMANT IDENTIFICATION
1. If you purchased shares of CHC Group Ltd. (“CHC”) stock in the January 16,
2014 initial public offering (“IPO”) and/or in the open market during the period from January 16,
2014 through and including July 10, 2014 (the “Class Period”) and held the CHC common stock
in your name, you are the beneficial purchaser, as well as the record purchaser. If, however, the
CHC common stock was registered in the name of a third party, such as a nominee or brokerage
firm, you are the beneficial purchaser and the third party is the record purchaser.
2. In Section IV below, use Part I of the form entitled “Claimant Identification” to
identify each purchaser of record, if different from the beneficial purchaser of the CHC common
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 76 of 102
Exhibit A-3
-3-
stock that forms the basis of this Claim. THIS CLAIM MUST BE FILED BY THE ACTUAL
BENEFICIAL PURCHASER(S), OR THE LEGAL REPRESENTATIVE OF SUCH
PURCHASER(S) OF CHC COMMON STOCK UPON WHICH THIS CLAIM IS BASED,
NOT THE RECORD PURCHASER.
3. All joint purchasers must sign this Claim Form. Executors, administrators,
guardians, conservators, and trustees must complete and sign this Claim Form on behalf of
Persons represented by them and their authority must accompany this Claim Form and their titles
or capacities must be stated. The Social Security (or taxpayer identification) number and
telephone number of the beneficial owner may be used in verifying the Claim. Failure to provide
the foregoing information could delay verification of your claim or result in rejection of the
claim.
IV. CLAIM FORM
1. Use Part II of this Claim Form, entitled “Schedule of Transactions in CHC
Common Stock,” to supply all required details of your transaction(s) in CHC common stock. If
you need more space or additional schedules, attach separate sheets giving all of the required
information in substantially the same form. Sign and print or type your name on each additional
sheet.
2. On the schedules, provide all of the requested information with respect to all of
your purchases and all of your sales of CHC common stock that took place in the January 16,
2014 IPO and/or in the open market during January 16, 2014 and July 10, 2014, both dates
inclusive (the “Settlement Class Period”), whether such transactions resulted in a profit or a loss.
Failure to report all such transactions may result in the rejection of your Claim.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 77 of 102
Exhibit A-3
-4-
3. List each transaction in the Class Period separately and in chronological order, by
trade date, beginning with the earliest. You must accurately provide the month, day, and year of
each transaction you list.
4. The date of covering a “short sale” is deemed to be the date of purchase of CHC
common stock. The date of a “short sale” is deemed to be the date of sale of CHC common
stock.
5. Broker confirmations or other documentation of your transactions in CHC
common stock must be attached to your Claim. Do not send original documents, including
security certificates. If you no longer have copies of your broker’s confirmations or statements,
your broker may be able to get you copies. Failure to provide this documentation could delay
verification of your Claim or result in rejection of your Claim.
6. The above requests are designed to provide the minimum amount of information
necessary to process the most simple claims. The Claims Administrator may request additional
information as required to efficiently and reliably calculate your losses. In some cases where the
Claims Administrator cannot perform the calculation accurately or at a reasonable cost to the
Settlement Class with the information provided, the Claims Administrator may condition
acceptance of the Claim upon the production of additional information and/or the hiring of an
accounting expert at the Claimant’s cost.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 78 of 102
Exhibit A-3
-5-
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
Rudman, et al., v. CHC Group, Ltd., et al.,
Civil Action No. 15-Civ-3773 (LAK)
CLAIM FORM
Must be Postmarked No Later Than:
___________ __, 2017
Please Type or Print
PART I: CLAIMANT IDENTIFICATION
Beneficial Owner’s Name (First, Middle, Last)
Street Address
City State Zip Code
Foreign Province Foreign Country
Individual
Social Security Number or
Taxpayer Identification Number Corporation/Other
(work)
Area Code Telephone Number
(home)
Area Code Telephone Number
Record Owner’s Name (if different from beneficial owner listed above)
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 79 of 102
Exhibit A-3
-6-
PART II: SCHEDULE OF TRANSACTIONS IN CHC COMMON STOCK
A. Purchases of CHC common stock from January 16, 2014 through October 8,
2014, inclusive (excluding short sales):2
Trade Date
(Mo./Day/Year)
Number of
Shares
Purchased
Purchase Price
Per Share
Net Purchase
Price (less
commissions
and fees)
Identify if shares
acquired pursuant
to: (1) sale of put
options; (2)
corporate merger or
acquisition; (3)
employee shares; (4)
cover of short
position; or (5)
exercise of call
option during Class
Period3
B. Sales from January 16, 2014 through October 8, 2014, inclusive (excluding short
sales):
Trade Date
(Mo./Day/Year)
Number of
Shares Sold
Sale Price
Per Share
Net Sale Price
(less
commissions
and fees)
Share Sold Short
(Y/N)
C. Number of CHC common stock held at close of trading on October 8, 2014:
________________
2 Information requested with respect to your purchases of CHC common stock from July 11,
2014 through and including October 8, 2014 is needed in order to balance your claim; purchases
after July 10, 2014 are not eligible for recovery under the Settlement and will not be used for
purposes of calculating your Recognized Claim pursuant to the Plan of Allocation.
3 If you indicate that the purchase or sale was the result of the exercise or assignment of an
options contract, you must provide documentation to support both the options purchase or sale
and the exercise or assignment to purchase common stock.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 80 of 102
Exhibit A-3
-7-
If you require additional space, attach extra schedules in the same format as above. Sign and
print your name on each additional page.
YOU MUST READ AND SIGN THE RELEASE ON PAGE 11
V. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS
I (We) submit this Claim Form under the terms of the Stipulation described in the Notice.
I (We) also submit to the jurisdiction of the United States District Court for the Southern District
of New York with respect to my Claim as a Settlement Class Member (as defined in the Notice)
and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I (we)
am (are) bound by and subject to the terms of any judgment that may be entered in the
Consolidated Action. I (We) agree to furnish additional information to Lead Counsel to support
this Claim if required to do so. I (We) have not submitted any other Claim covering the same
purchases or sales of CHC common stock during the Class Period and know of no other Person
having done so on my (our) behalf.
VI. RELEASE
1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully,
finally and forever settle, release, relinquish and discharge, all of the Released Claims against
each and all of the Defendants and each and all of the “Related Parties,” defined as, whether or
not each or all of the following Persons or entities were named in the Consolidated Action or any
related suit, with respect to the Defendants, each and all of their respective past or present, direct
or indirect parents, subsidiaries, affiliates, controlling or majority shareholders (including each
member of a control group), financial sponsors, successors and assigns, and each and all of their
respective past or present directors, officers, employees, partners, members, principals, agents,
underwriters, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants,
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 81 of 102
Exhibit A-3
-8-
auditors, financial or investment advisors or consultants, banks or investment bankers, personal
or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures,
assigns, spouses, heirs, executors, estates, administrators, related or affiliated entities, affiliated
funds, any entity in which a Defendant has a controlling interest, any members of any Individual
Defendant’s Immediate Family, or any trust of which any Individual Defendant is the settlor or
which is for the benefit of any Individual Defendant or Individual Defendant’s Immediate
Family. “Released Persons” is each and all of the Defendants and their Related Parties.
2. “Released Claims” means any and all claims, debts, demands, rights, liabilities,
and causes of action of every nature and description whatsoever (including, but not limited to,
any claims for damages, restitution, rescission, disgorgement, interest, attorneys’ fees, expert or
consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal,
state, local, statutory, common law, foreign law, or any other law, rule or regulation, whether
fixed or contingent, accrued or un-accrued, liquidated or unliquidated, at law or in equity,
matured or unmatured, including, without limitation, claims arising under the Securities Act and
claims arising under the Securities Exchange Act of 1934, whether class or individual in nature,
including both known claims and Unknown Claims (as defined below), whether or not concealed
or hidden, that (i) have been or could have been asserted in this Action or in the Complaint by
the Plaintiffs against any of the Released Persons, or (ii) could have been or in the future could
be asserted in any other forum, whether foreign or domestic, by the Plaintiffs and their present or
past heirs, executors, estates, administrators, predecessors, successors, assigns, parents,
subsidiaries, associates, affiliates, directors, managing directors, officers, employees, partners,
principals, agents, members, managing members, controlling shareholders, attorneys,
accountants or auditors, financial and other advisors or consultants, banks or investment bankers,
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 82 of 102
Exhibit A-3
-9-
personal or legal representatives, underwriters, insurers, co-insurers, reinsurers, lenders, and any
other representatives of any of these persons and entities, against any of the Released Persons
that arise out of, or are based upon or related in any way to: (a) the allegations, transactions,
facts, matters or occurrences, representations or alleged omissions involved in the Action, or set
forth or referred to in the Complaint, or (b) the purchase, acquisition, disposition, sale or
retention of, or other transaction in, CHC securities during the Settlement Class Period,
including, without limitation, claims that arise out of, are based upon or relate to in any way any
disclosures, Securities and Exchange Commission filings, press releases, registration statements,
offering memoranda, or other public statements by, on behalf of, attributable to or concerning
CHC during the Class Period. “Released Claims” further includes (i) any right to appeal the
November 7, 2016 Order dismissing the Complaint in its entirety and (ii) any and all claims
arising out of, based upon or related in any way to the settlement or resolution of the Action,
except for any alleged breaches of the Stipulation.
3. “Unknown Claims” means any claims that Lead Plaintiffs or any Settlement Class
Member does not know or suspect to exist in his, her, or its favor at the time of the release of the
Released Persons that, if known by him, her, or it, would or might have affected his, her, or its
settlement with and release of the Released Persons, or would or might have affected his, her, or
its decisions with respect to this settlement. Lead Plaintiff, on behalf of himself and the
Settlement Class Members, further affirms, and by operation of the Judgment the Settlement
Class Members will be deemed to affirm, that no fact, evidence, event or transaction currently
unknown to them but that hereafter may become known to them shall affect in any way or
manner the final and unconditional nature of this Release. Lead Plaintiff, on behalf of himself
and the Settlement Class Members, further acknowledges that he is familiar, and by operation of
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Exhibit A-3
-10-
the Judgment the Settlement Class Members shall be deemed to be familiar, with the provisions
of California Civil Code § 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE
CREDITOR'S FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY THE CREDITOR, MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Lead Plaintiff, on behalf of himself and the Settlement Class Members, being aware of California
Civil Code § 1542, hereby expressly waives, and by operation of the Judgment the Settlement
Class Members shall be deemed to have waived, any rights they may have thereunder, as well as
any other statutes or common law principles of similar effect. Lead Plaintiffs and Settlement
Class Members may hereafter discover facts in addition to or different from those which he, she,
or it now knows or believes to be true with respect to the subject matter of the Released Claims,
but Lead Plaintiffs upon the Effective Date shall expressly, fully, finally, and forever settle and
release and each Settlement Class Member, upon the Effective Date, shall be deemed to have,
and by operation of the Judgment shall have, fully, finally, and forever settled and released any
and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-
contingent, whether or not concealed or hidden, which now exist, or heretofore have existed,
upon any theory of law or equity now existing or coming into existence in the future, including,
but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of
any duty, law or rule, without regard to the subsequent discovery or existence of such different or
additional facts. Lead Plaintiffs acknowledge, and the Settlement Class Members shall be
deemed by operation of the Judgment to have acknowledged, that the inclusion of Unknown
Claims in the definition of Released Claims was separately bargained for and a key element of
the settlement of which this release is a material and essential part.
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Exhibit A-3
-11-
4. This release shall be of no force or effect unless and until the District Court
approves the Stipulation and it becomes effective on the Effective Date.
5. I (We) hereby warrant and represent that I (we) have not assigned or transferred
or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to
this release or any other part or portion thereof.
6. I (We) hereby warrant and represent that I (we) have included information about
all of my (our) transactions in CHC common stock that occurred during the Class Period, as well
as the number and type of CHC common stock held by me (us) at the opening of trading on
January 16, 2014, and at the close of trading on July 10, 2014.
Name Date
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Exhibit A-3
-12-
ACCURATE CLAIMS PROCESSING TAKES A
SIGNIFICANT AMOUNT OF TIME.
THANK YOU FOR YOUR PATIENCE.
Reminder Checklist:
1. Please sign the above release and declaration.
2. Remember to attach supporting documentation, if available.
3. Do not send original CHC common stock certificates or originals of any
supporting documents.
4. Keep a copy of your Claim Form and all documentation submitted for your
records.
5. If you desire an acknowledgment of receipt of your Claim Form, please send it
Certified Mail, Return Receipt Requested.
If you move, please send your new address to the Claims Administrator at the address below:
Rudman, et al., v. CHC Group, Ltd, et al.,
Claims Administrator
c/o A.B. Data, Ltd.
P.O. Box 170700
Milwaukee, WI 53217
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 86 of 102
5
EXHIBIT B
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 87 of 102
Exhibit B
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - X
ERROL RUDMAN and RUDMAN
PARTNERS LP, On Behalf of Themselves and
All Others Similarly Situated,
Plaintiffs,
-against-
CHC GROUP LTD., WILLIAM J. AMELIO,
JOAN S. HOOPER, REBECCA CAMDEN,
WILLIAM E. MACAULAY, JONATHAN
LEWIS, KENNETH W. MOORE, J.P.
MORGAN SECURITIES LLC, BARCLAYS
CAPITAL INC., UBS SECURITIES LLC,
HSBC SECURITIES (USA) INC., RBC
CAPITAL MARKETS, LLC, WELLS FARGO
SECURITIES, LLC, BNP PARIBAS
SECURITIES CORP., STANDARD BANK
PLC, CORMARK SECURITIES (USA) LTD.,
COWEN AND COMPANY, LLC,
RAYMOND JAMES & ASSOCIATES, INC.,
SIMMONS & COMPANY,
INTERNATIONAL, and TUDOR,
PICKERING, HOLT & CO. SECURITIES,
INC.
Defendants.
:
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15-cv-03773 [rel. 15-cv-03796] (LAK)
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[PROPOSED] FINAL JUDGMENT
This matter came before the Court for hearing pursuant to this Court’s Order Granting
Conditional Class Certification and Providing for Notice dated _____________, 2017 (“Notice
and Scheduling Order”), and the Court having received declarations attesting to the mailing of
the Notice and the publication of the Summary Notice in accordance with the Notice and
Scheduling Order, on the application of the Settling Parties for approval of the settlement
(“Settlement”) set forth in the Stipulation of Settlement dated as of June 16, 2017 (“Stipulation”),
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Exhibit B
- 2 -
the proposed Plan of Allocation of the Settlement proceeds, Lead Counsel’s application for an
award of attorneys’ fees and administrative expenses and, following a hearing on ____________,
2017 before this Court to consider the applications, all supporting papers and arguments of the
Settling Parties, the objections, supporting papers and arguments submitted by ____________,
and other proceedings held herein, and good cause appearing therefore,
IT IS HEREBY ADJUDGED, DECREED AND ORDERED:
1. This Final Judgment incorporates by reference the definitions in the Stipulation,
and all terms used herein shall have the same meanings as set forth in the Stipulation unless set
forth differently herein. The terms of the Stipulation are fully incorporated in this Final
Judgment as if set forth fully herein.
2. The Court has jurisdiction over the subject matter of this Action and all parties to
the Action, including all Settlement Class Members.
3. This Court finds that due and adequate notice was given of the Settlement, the
Plan of Allocation of the Settlement proceeds, and Lead Counsel’s application for an award of
attorneys’ fees and/or reimbursement of expenses, as directed by this Court’s Notice and
Scheduling Order, and that the forms and methods for providing such notice to Settlement Class
Members:
(a) constituted the best notice practicable under the circumstances, including
individual notice to all Settlement Class Members who could be identified
through reasonable effort;
(b) was reasonably calculated, under the circumstances, to apprise Settlement
Class Members of: (i) the proposed Settlement of this class action and the
right to exclude themselves from the Settlement Class; (ii) their right to
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Exhibit B
- 3 -
object to any aspect of the proposed Settlement, including the terms of the
Stipulation and the Plan of Allocation; (iii) their right to appear at the
Settlement Hearing, either on their own or through counsel hired at their
own expense, if they are not excluded from the Settlement Class; and (iv)
the binding effect of the proceedings, rulings, orders and judgments in this
Action, whether favorable or unfavorable, on all persons who are not
excluded from the Settlement Class;
(c) was reasonable and constituted due, adequate, and sufficient notice to all
persons entitled to be provided with notice; and
(d) fully satisfied all the applicable requirements of Rule 23 of the Federal
Rules of Civil Procedure, the Securities Exchange Act of 1933 (as
amended by the PSLRA), due process, and all other applicable laws.
4. Pursuant to Federal Rules of Civil Procedures 23(a) and (b)(3), and for settlement
purposes only, the Court hereby grants final certification of the Settlement Class consisting of all
Persons (other than those Persons who timely and validly requested exclusion from the
Settlement Class) who purchased or otherwise acquired CHC securities pursuant and/or traceable
to the Registration Statement and accompanying documents issued in connection with CHC’s
January 16, 2014 IPO including CHC’s securities purchased in the IPO on or about January 16,
2014 or purchased on the open market during the period from January 16, 2014 through July 10,
2014, inclusive. Excluded from the Settlement Class are Defendants, members of the Individual
Defendants’ Immediate Families, all current and former directors and officers of CHC during the
class period, any firm, trust, partnership, corporation, or other entity in which any Defendant has
a controlling interest and the legal representatives, affiliates, heirs, successors-in-interest or
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Exhibit B
- 4 -
assigns of any such excluded person or entity. The foregoing exclusion shall not cover
“Investment Vehicles,” which for these purposes shall mean any investment company, pooled
investment fund or separately managed account (including, but not limited to, mutual fund
families, exchange-traded funds, fund of funds, private equity funds, real estate funds, hedge
funds, and employee benefit plans) in which any Underwriter Defendant or any of its affiliates
has or may have a direct or indirect interest or as to which any Underwriter Defendant or any of
its affiliates may act as an investment advisor, general partner, managing member, or in other
similar capacity (other than an investment vehicle of which the Underwriter Defendant or any of
its affiliates is a majority owner or holds a majority beneficial interest and only to the extent of
such Underwriter Defendant’s or affiliate’s ownership or interest).
5. The Settlement Class excludes those Persons who timely and validly filed
requests for exclusion from the Settlement Class pursuant to the Notice sent to Settlement Class
Members as provided in this Court’s Notice and Scheduling Order. A list of such Persons who
filed timely, completed and valid requests for exclusion from the Settlement Class is attached
hereto as Exhibit 1. Persons who filed timely, completed and valid requests for exclusion from
the Settlement Class are not bound by this Final Judgment or the terms of the Stipulation, and
may pursue their own individual remedies against Defendants and the Released Persons. Such
persons are not entitled to any rights or benefits provided to Settlement Class Members by the
terms of the Stipulation.
6. With respect to the Settlement Class, the Court finds, for settlement purposes
only, that:
(a) the Settlement Class Members satisfy all of the requirements of Rule 23(a)
of the Federal Rules of Civil Procedure because:
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Exhibit B
- 5 -
(i) the members of the Settlements Class are so numerous that joinder
of all class members is impracticable;
(ii) there are questions of law and fact common to the Settlement Class;
(iii) the claims of the Lead Plaintiffs are typical of the claims of the
Settlement Class; and
(iv) Lead Plaintiffs and Lead Counsel will fairly and adequately
represent and protect the interests of all of the Settlement Class
Members;
(b) the Action satisfies the requirement of Federal Rule of Civil Procedure
23(b)(3) in that there are questions of law and fact common to the
Settlement Class Members that predominate over any questions affecting
only individual members, and that a class action is superior to other
available methods for the fair and efficient adjudication of the
controversy; and
(c) Lead Plaintiffs possess claims that are typical of the claims of Settlement
Class Members and that they have and will adequately represent the
interests of Settlement Class Members and appoints them as the
representatives of the Settlement Class, and appoints Lead Counsel as
counsel for the Settlement Class.
7. The Escrow Agent shall maintain the Settlement Fund in accordance with the
requirements set forth in the Stipulation. No Defendant, or any other Released Persons, shall
have any liability, obligation, or responsibility whatsoever for the administration of the
Settlement or disbursement of the Net Settlement Fund. Lead Counsel, Lead Plaintiffs, the
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Exhibit B
- 6 -
Escrow Agent, and the Claims Administrator shall have no liability to any Settlement Class
Member with respect to any aspect of the administration of the Settlement Fund, including, but
not limited to, the processing of Claim Forms and the distribution of the Net Settlement Fund to
Settlement Class Members.
8. Pursuant to Federal Rule of Civil Procedure 23(e), this Court hereby approves the
Settlement set forth in the Stipulation and finds that said Settlement, and all transactions
preparatory and incident thereto, is, in all respects, fair, reasonable, and adequate to, and is in the
best interests of, Plaintiffs and all Settlement Class Members based on, among other things: the
Settlement resulted from arm’s-length negotiations between the Settling Parties and/or their
counsel, with the assistance of an experienced mediator; the amount of the recovery for
Settlement Class Members is within the range of reasonableness given the strengths and
weaknesses of the claims and defenses thereto and the risks of nonrecovery and/or recovery of a
lesser amount than is represented through the Settlement by continued litigation through all
pretrial, trial and appellate procedures; and the recommendation of the Settling Parties, in
particular experienced Lead Counsel. Accordingly, the Settlement embodied in the Stipulation is
hereby approved in all respects and shall be consummated in accordance with its terms and
conditions. The Settling Parties are hereby directed to perform the terms of the Stipulation, and
the Clerk of the Court is directed to enter and docket this Final Judgment in this Action.
9. This Court hereby approves the Plan of Allocation as set forth in the Notice as fair
and equitable, and overrules all objections to the Plan of Allocation, if any, in their entirety. The
Court directs Lead Counsel and the Claims Administrator to proceed with the processing of
Proofs of Claim and the administration of the Settlement pursuant to the terms of the Plan of
Allocation and, upon completion of the claims processing procedure, to present to this Court a
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Exhibit B
- 7 -
proposed final distribution order for the distribution of the Net Settlement Fund to eligible
Settlement Class Members, as provided in the Stipulation and Plan of Allocation.
10. This Court hereby awards Lead Counsel reimbursement of their out-of-pocket
expenses in the amount of $____________________, and attorneys’ fees equal to ___% of the
balance of the Settlement Fund, with interest to accrue on all such amounts at the same rate and
for the same periods as has accrued by the Settlement Fund from the date of this Final Judgment
to the date of actual payment of said attorneys’ fees and expenses to Lead Counsel as provided in
the Stipulation. The foregoing amounts shall be paid to Lead Counsel from the Settlement Fund
pursuant to the terms of the Stipulation. The Court finds the amount of attorneys’ fees awarded
herein are fair and reasonable based on: (a) the work performed and costs incurred by Lead
Counsel; (b) the complexity of the case; (c) the risks undertaken by Lead Counsel and the
contingent nature of their employment; (d) the quality of the work performed by Lead Counsel in
this Action and their standing and experience in prosecuting similar class action securities
litigation; (e) awards to successful plaintiffs’ counsel in other, similar litigation; (f) the benefits
achieved for Settlement Class Members through the Settlement; and (g) the absence of a
significant number of objections from Settlement Class Members to either the application for an
award of attorneys’ fees or reimbursement of expenses to Lead Counsel. The Court also finds
that the requested reimbursement of expenses is proper as the expenses incurred by Lead
Counsel were reasonable and necessary in the prosecution of this Action on behalf of Settlement
Class Members.
11. Lead Counsel may apply, from time to time, for any fees and/or expenses incurred
by them solely in connection with the administration of the Settlement and distribution of the Net
Settlement Fund to Settlement Class Members.
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Exhibit B
- 8 -
12. All payments of attorneys’ fees and reimbursement of expenses to Lead Counsel
in the Action shall be made from the Settlement Fund, and the Released Persons shall have no
liability or responsibility for the payment of any of Lead Counsel’s attorneys’ fees or expenses
13. Pursuant to Federal Rule of Civil Procedure 23(c)(3), all Settlement Class
Members who have not filed timely, completed and valid requests for exclusion from the
Settlement Class are thus Settlement Class Members who are bound by this Final Judgment and
by the terms of the Stipulation.
14. The Released Persons are hereby released and forever discharged from any and all
of the Released Claims. As provided in the Stipulation:
(a) “Released Claims” means any and all claims, debts, demands, rights,
liabilities, and causes of action of every nature and description whatsoever
(including, but not limited to, any claims for damages, restitution,
rescission, disgorgement, interest, attorneys’ fees, expert or consulting
fees, and any other costs, expenses or liability whatsoever), whether based
on federal, state, local, statutory, common law, foreign law, or any other
law, rule or regulation, whether fixed or contingent, accrued or un-
accrued, liquidated or unliquidated, at law or in equity, matured or
unmatured, including, without limitation, claims arising under the
Securities Act and claims arising under the Securities Exchange Act of
1934, whether class or individual in nature, including both known claims
and Unknown Claims (as defined in ¶ 14(d)), whether or not concealed or
hidden, that (i) have been or could have been asserted in this Action or in
the Complaint by the Plaintiffs against any of the Released Persons (as
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 95 of 102
Exhibit B
- 9 -
defined below), or (ii) could have been or in the future could be asserted in
any other forum, whether foreign or domestic, by the Plaintiffs and their
present or past heirs, executors, estates, administrators, predecessors,
successors, assigns, parents, subsidiaries, associates, affiliates, directors,
managing directors, officers, employees, partners, principals, agents,
members, managing members, controlling shareholders, attorneys,
accountants or auditors, financial and other advisors or consultants, banks
or investment bankers, personal or legal representatives, underwriters,
insurers, co-insurers, reinsurers, lenders, and any other representatives of
any of these persons and entities, against any of the Released Persons that
arise out of, or are based upon or related in any way to: (a) the allegations,
transactions, facts, matters or occurrences, representations or alleged
omissions involved in the Action, or set forth or referred to in the
Complaint, or (b) the purchase, acquisition, disposition, sale or retention
of, or other transaction in, CHC securities during the Settlement Class
Period, including, without limitation, claims that arise out of, are based
upon or relate to in any way any disclosures, Securities and Exchange
Commission filings, press releases, registration statements, offering
memoranda, or other public statements by, on behalf of, attributable to or
concerning CHC during the Class Period. “Released Claims” further
includes (i) any right to appeal the November 7, 2016 Order dismissing
the Complaint in its entirety and (ii) any and all claims arising out of,
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Exhibit B
- 10 -
based upon or related in any way to the settlement or resolution of the
Action, except for any alleged breaches of this Stipulation.
(b) “Released Persons” means each and all of the Defendants and their
Related Parties.
(c) “Related Parties” means, with respect to the Defendants, each and all of
their respective past or present, direct or indirect parents, subsidiaries,
affiliates, controlling or majority shareholders (including each member of
a control group), financial sponsors, successors and assigns, and each and
all of their respective past or present directors, officers, employees,
partners, members, principals, agents, underwriters, insurers, co-insurers,
reinsurers, controlling shareholders, attorneys, accountants, auditors,
financial or investment advisors or consultants, banks or investment
bankers, personal or legal representatives, predecessors, successors,
parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs,
executors, estates, administrators, related or affiliated entities, affiliated
funds, any entity in which a Defendant has a controlling interest, any
members of any Individual Defendant’s Immediate Family, or any trust of
which any Individual Defendant is the settlor or which is for the benefit of
any Individual Defendant or Individual Defendant’s Immediate Family.
(d) “Unknown Claims” means any claims that Lead Plaintiffs or any
Settlement
Class Member does not know or suspect to exist in his, her, or its favor at
the time of the release of the Released Persons that, if known by him, her,
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Exhibit B
- 11 -
or it, would or might have affected his, her, or its settlement with and
release of the Released Persons, or would or might have affected his, her,
or its decisions with respect to this settlement.
Lead Plaintiff and the Settlement Class Members are hereby deemed to affirm that no
fact, evidence, event or transaction currently unknown to them but that hereafter may become
known to them shall affect in any way or manner the final and unconditional nature of this
Release, and are further hereby deemed to have waived any rights they may have under
California Civil Code § 1542 as well as any other statutes or common law principles of similar
effect.
Lead Plaintiffs and Settlement Class Members may hereafter discover facts in addition to
or different from those which he, she, or it now knows or believes to be true with respect to the
subject matter of the Released Claims, but Lead Plaintiffs and each Settlement Class Member,
upon the Effective Date, shall by operation of this Final Judgment have, fully, finally, and
forever settled and released any and all Released Claims, known or unknown, suspected or
unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist,
or heretofore have existed, upon any theory of law or equity now existing or coming into
existence in the future, including, but not limited to, conduct that is negligent, intentional, with or
without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery
or existence of such different or additional facts.
15. All Settlement Class Members are hereby forever barred and enjoined from
asserting, instituting or prosecuting, directly or indirectly, any Released Claim in any court or
other forum against any of the Released Persons. All Settlement Class Members are bound by
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 98 of 102
Exhibit B
- 12 -
paragraph 4.4 of the Stipulation and are hereby forever barred and enjoined from taking any
action in violation of that provision.
16. The Court hereby dismisses with prejudice the Action and all Released Claims
against each and all Related Persons. Such dismissal is without costs to any of the Settling
Parties as against the others, except as provided in the Stipulation.
17. Neither this Final Judgment, the Stipulation nor the settlement contained therein,
the Supplemental Agreement, nor any negotiations or proceedings connected thereto, nor any act
performed or document executed pursuant to or in furtherance of the Stipulation or the
settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the
validity of any Released Claim, or of any wrongdoing or liability of the Defendants; or (b) is or
may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of
any of the Defendants in any civil, criminal, or administrative proceeding in any court,
administrative agency, or other tribunal; or (c) is admissible in any proceeding except an action
to enforce or interpret the terms of the Stipulation, the settlement contained therein, and any
other documents executed in connection with the performance of the agreements embodied
therein. Defendants and/or the other Released Persons may file the Stipulation and/or this Final
Judgment and Order in any action that may be brought against them in order to support a defense
or counterclaim based on the principles of res judicata, collateral estoppel, full faith and credit,
release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion
or issue preclusion or similar defense or counterclaim.
18. The Court finds that the complaints filed in the Action were filed on a good faith
basis in accordance with the Private Securities Litigation Reform Act of 1995, 15 U.S.C. § 77z-
1, et seq., as amended (“PSLRA”) and Rule 11 of the Federal Rules of Civil Procedure. The
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Exhibit B
- 13 -
Court further finds that during the course of the Action, the Settling Parties and their respective
counsel at all times complied with the requirements of Federal Rule of Civil Procedure 11.
19. Without affecting the finality of this Final Judgment in any way, this Court hereby
reserves and retains continuing jurisdiction over: (a) implementation and enforcement of any
award or distribution from the Settlement Fund or Net Settlement Fund; (b) disposition of the
Settlement Fund or Net Settlement Fund; (c) determining applications for payment of attorneys’
fees and/or expenses incurred by Lead Counsel in connection with administration and
distribution of the Net Settlement Fund; (d) payment of taxes by the Settlement Fund; (e) all
parties hereto for the purpose of construing, enforcing, and administering the Stipulation; and (f)
any other matters related to finalizing the Settlement and distribution of the proceeds of the
Settlement.
20. Neither appellate review nor modification of the Plan of Allocation set forth in the
Notice, nor any action in regard to the motion by Lead Counsel for attorneys’ fees and/or
reimbursement of expenses and the award of costs and expenses, shall affect the finality of any
other portion of this Final Judgment, nor delay the Effective Date of the Stipulation, and each
shall be considered separate for the purposes of appellate review of this Final Judgment.
21. In the event that the Settlement does not become Final in accordance with the
terms of the Stipulation or the Effective Date does not occur, or in the event that the Settlement
Fund, or any portion thereof, is returned to the Defendants’ insurer, then this Final Judgment
shall be rendered null and void to the extent provided by and in accordance with the Stipulation
and shall be vacated and, in such event, all orders entered and releases delivered in connection
herewith shall be null and void to the extent provided by and in accordance with the Stipulation.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 100 of 102
Exhibit B
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22. This Final Judgment and Order is a final judgment in the Action as to all claims
asserted.
23. Without further approval from the Court, the settling Parties are hereby authorized
to agree to and adopt such amendments or modifications of the Stipulation or any exhibits
attached thereto to effectuate the Settlement that: (i) are not materially inconsistent with this
Final Judgment; and (ii) do not materially limit the rights of Settlement Class Members in
connection with the Settlement. Without further order of the Court, the settling Parties may agree
to reasonable extensions of time to carry out any of the provisions of the Stipulation.
IT IS SO ORDERED.
DATED: ________________, 2017 ____________________________________
THE HONORABLE LEWIS A. KAPLAN
UNITED STATES DISTRICT JUDGE
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 101 of 102
Exhibit B
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Exhibit 1 – Exclusions
1.
Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 Page 102 of 102