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Corporations Keyed to Rhee
Norton v. K-Sea Transp. Partners L.P.
Citation:
67 A.3d 354 (Del. 2013)Facts
Kirby offered to pay $306 million for K-Sea’s common and preferred units. McCarthy rejected it and informed Kirby that future offers should include consideration for K-Sea GP’s general partner interest and its IDRs. After reviewing Stifel’s fairness opinion, the Conflicts Committee unanimously recommended the merger to the K-Sea Board, which also approved it. The Conflicts Committee’s recommendation did not refer to the IDR Payment. K-Sea and Kirby then entered into a definitive merger agreement and a majority of K-Sea’s unitholders voted in favor of the Merger.
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