Amur Finance Company, Inc. v. Pine River Master Fund Ltd.

• Court: Supreme Court of Delaware
• Decided: July 9, 2018
• Docket: 7, 2018
• Status: Published

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

AMUR FINANCE COMPANY, INC. § and AMUR FINANCE IV LLC, § No. 7, 2018 § Defendants-Below, § Court Below—Court of Chancery Appellants, § of the State of Delaware § v. § No. 2017-0145-JRS § PINE RIVER MASTER FUND LTD. § and PINE RIVER FIXED INCOME § MASTER FUND LTD., § § Plaintiffs-Below, § Appellees. §

Submitted: June 13, 2018 Decided: July 9, 2018

Before VALIHURA, SEITZ, and TRAYNOR, Justices.

ORDER

This 9th day of July 2018, after careful consideration of the parties’ briefs,

oral argument, and the record on appeal, it appears that the judgment of the Court

of Chancery should be affirmed on the basis of and for the reasons stated in its

October 12, 2017 Memorandum Opinion.1

1 Justice Traynor concurs in the judgment, but on a different reading of the Credit Agreement than the Court of Chancery’s. In his view, Amur Finance IV’s periodic transfers to Amur Finance Company of dividends it received on shares of a third-party company that Amur Finance Company had given it to hold—purportedly pursuant to an agreement the two companies negotiated prior to the Credit Agreement—were not, as the Court of Chancery said, prohibited “distributions in respect of [Amur Finance IV’s] equity interests” within the meaning of § 5.07(d) of the Credit Agreement or prohibited “transactions” with an affiliate within the meaning of § 5.07(f), but rather were prohibited “payments” to an affiliate under § 5.07(f). NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of

Chancery be AFFIRMED.

BY THE COURT:

/s/ Karen L. Valihura Justice