An open-ended investment company holding notes to two investment vehicles cannot pursue claims against another noteholder because the indenture does not permit such litigation, the Delaware Supreme Court has ruled. The high court issued the opinion last week when it affirmed the Court of Chancery’s dismissal of the lawsuit on the same grounds.
Two affiliates of Marsico Capital issued notes through a private placement under a December 2007 indenture. In 2010, the affiliates, Marsico Superholdco LLC and Marsico Superholdco Notes Corp., amended the indenture as part of a financial restructuring. Goldman Sachs owned a majority of the notes through two of its mezzanine funds, GS Mezzanine Partners 2006 LP and GS Mezzanine Partners V LP. Both Goldman Sachs funds voted to approve the indenture’s amendments.
