The Blackhawk Stockholder Settlement
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Welcome to the The Blackhawk Stockholder Settlement Website

This website has been established to provide general information related to the proposed settlement of the case  known as City of Warren General Employees’ Retirement System v. Roche, et al., C.A. No. 2019-0740-PAF. The Court which will be ruling on the Settlement is the Court of Chancery of the State of Delaware. The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation and Agreement of Compromise and Settlement dated June 28, 2022 (the "Stipulation"), which can be found and downloaded by clicking on the Case Documents tab above. Your rights may be affected by the Settlement if you held outstanding shares or Blackhawk Network Holdings, Inc. ("Blackhawk" or the "Company") common stock at any time during the period from and including October 18, 2017 through and including June 15, 2018 (the “Class Period”).

The Court appointed the law firms of Cooch & Taylor P.A., Friedlander & Gorris, P.A., and Robbins Geller Rudman & Dowd LLP as Plaintiff's Counsel to represent you and the other Class Members. You will not be directly charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses. If you want to be represented by your own lawyer, you may hire one at your own expense.

WHAT IS THIS LAWSUIT ABOUT?

As more fully described in the Notice of Pendency and Proposed Settlement of Class Action (the "Notice"), this is an action regarding the Company's entry into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Blackhawk agreed to be acquired by Silver Lake and P2. On January 16, 2018, Blackhawk announced that it had entered into the Merger Agreement.

On March 2, 2018, Blackhawk filed with the U.S. Securities & Exchange Commission (“SEC”) a definitive merger proxy statement on Schedule 14A (the “Proxy Statement”). On March 20, 2018, Blackhawk filed with the SEC on Form 8-K supplements to the definitive merger proxy statement.

On March 27, 2018, Plaintiff sent a letter to Blackhawk’s board of directors demanding inspection of Blackhawk’s books and records, pursuant to Section 220 of the Delaware General Corporation Law.

On March 30, 2018, stockholders of Blackhawk approved the Merger Agreement.

On April 3, 2018, Blackhawk responded to Plaintiff’s inspection demand letter.

On May 11, 2018, Plaintiff filed a lawsuit in the Court, captioned City of Warren General Employees’ Retirement System v. Blackhawk Network Holdings, Inc., C.A. No. 2018-0339-TMR (Del. Ch.) (the "§220 Action"), seeking to compel inspection of Blackhawk’s books and records.

On June 15, 2018, Blackhawk completed the transactions contemplated by the Merger Agreement, and Blackhawk was acquired by and became a wholly owned subsidiary of affiliates of Silver Lake and P2 (the “Acquisition”).

On June 4, 2019, following negotiations between Plaintiff’s Counsel and Blackhawk’s counsel, Blackhawk produced books and records for inspection by Plaintiff to resolve the §220 Action.

On September 13, 2019, Plaintiff filed its Verified Class Action Complaint against Talbott Roche, Blackhawk’s CEO, and William Y. Tauscher, Blackhawk’s Executive Chairman at the time of the Acquisition, in their capacities as officers of Blackhawk, alleging that Roche and Tauscher had breached their fiduciary duties to the Company and its stockholders in connection with the Acquisition (the “Complaint”).

Beginning in November 2019, the Parties engaged in discovery, including preparing, serving and responding to requests for production of documents and interrogatories, serving subpoenas on third parties, engaging in various written and oral communications concerning the scope of document production, and producing documents. Plaintiff ultimately obtained and reviewed over 288,000 pages of documents from Defendant and eight third parties, including Blackhawk’s financial advisor, Blackhawk’s public relations advisor, Silver Lake, P2, certain former stockholders of Blackhawk, and the entity referred to as “Party A” in the Proxy.

On January 7, 2020, Roche and Tauscher moved to dismiss Plaintiff’s Complaint (the “Motion to Dismiss”), arguing, among other things, that the Complaint failed to allege facts sufficient to state a claim against Roche and Tauscher for breach of their fiduciary duties as Blackhawk officers.

After briefing and oral argument, on November 30, 2020, the Court issued a Memorandum Opinion granting the Motion to Dismiss in part and denying it in part. The Court dismissed all claims against Tauscher and dismissed Plaintiff’s claim that Roche breached her fiduciary duty of loyalty in connection with the Acquisition. The Court concluded that the Complaint sufficiently pleaded a claim that Roche breached her fiduciary duty of care with respect to certain disclosures in the Proxy Statement.

Beginning in early 2021, counsel for Plaintiff and Defendant and representatives of Defendant’s directors and officers liability (“D&O”) insurers engaged in settlement discussions directly and through a mediator. This included a May 21, 2021 mediation before Hon. Layn R. Phillips. Although the parties did not reach a resolution at the mediation, they continued discussions over the ensuing months. Following several additional discussions among Judge Phillips and Counsel for the Parties and representatives of Defendant’s D&O insurers, Plaintiff and Defendant ultimately reached an agreement in principle to settle the Action for $29,500,000, in cash, subject to Court approval, the definitive terms of which are reflected in the Stipulation.

The Settlement is intended to fully, finally, and forever release, resolve, remise, compromise, settle, and discharge the Released Plaintiff’s Claims and the Released Defendant’s Claims with prejudice.

The entry by the Parties into the Stipulation is not, and shall not be construed as or deemed to be evidence of, an admission as to the merit or lack of merit of any claims or defenses that were asserted or could have been asserted in the Action.

Plaintiff continues to believe that its claim has legal merit, but nevertheless recognizes and acknowledges the risk and uncertainty of prosecuting this Action and collecting any damages from Defendant and believes that the Settlement set forth in the Stipulation and described below provides substantial and immediate benefits for the Class.

Defendant denies any and all allegations of wrongdoing, fault, liability, or damage whatsoever and denies that Plaintiff has asserted a valid legal claim against her; denies that she engaged in or committed any breach of duty, wrongdoing, or violation of law; denies that Plaintiff or any of the other Class Members suffered any damage whatsoever; denies that she acted improperly in any way; and believes that she acted properly, in good faith and in a manner consistent with all legal duties at all times. Specifically, Defendant denies that she acted contrary to the best interests of Blackhawk and its stockholders, and further believes that the sale process leading up to the Acquisition was intended to achieve, and did achieve, the best price reasonably available for Blackhawk stockholders. The Settlement and the Stipulation shall in no event be construed as, or deemed to be, evidence of or an admission or concession on the part of the Defendant with respect to any claim or factual allegation or of any fault or liability or wrongdoing or damage whatsoever or any infirmity in the defenses that Defendant has or could have asserted.

Defendant enters into the Settlement and the Stipulation solely because she considers it desirable that the Action be settled and dismissed with prejudice in order to, among other things, (1) eliminate the uncertainties, burden, inconvenience, distraction, and expense of further litigation, and (2) finally put to rest and terminate all claims that were or could have been asserted in the Action against the Released Defendant Parties. Nothing in the Stipulation shall be construed as an admission by Defendant of any wrongdoing, fault, liability, or damages whatsoever.

Plaintiff, for itself and on behalf of the Class, and Defendant agree that the Settlement is intended to and will resolve all actual or potential claims arising from or related to the Acquisition on behalf of the Class and that this Settlement achieves a global and complete release of all claims arising from or related to the Acquisition.

WHAT DOES THE SETTLEMENT PROVIDE?

The proposed Settlement will create a cash settlement fund of $29,500,000 (the “Settlement Fund”). The Settlement Fund, plus accrued interest and minus an award of attorneys’ fees, costs, and expenses incurred in connection with the prosecution of the Action, as well as any attorneys’ fees and expenses that may be approved by the Court (the “Net Settlement Fund”), will be distributed to eligible Class Members pursuant to the Plan of Allocation that is described in the Notice.

ADDITIONAL INFORMATION

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice and Stipulation, both of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.

IMPORTANT DATES AND DEADLINES

Submit Objection: September 21, 2022
Settlement Hearing: October 5, 2022, at 11:00 a.m.