SEC v. CR Intrinsic Investors, LLC
Frequently Asked Questions
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|1.||What was this case about?|
On November 20, 2012, the United States Securities & Exchange Commission brought suit against CR Intrinsic Investors, LLC, for illegal profits and losses avoided by trading ahead of a negative public announcement involving the clinical trial results for an Alzheimer’s drug being jointly developed by Elan and Wyeth while in possession of material non-public information about the clinical trial results. On March 15, 2013, the Commission filed its Amended Complaint in this action to include relief defendants CR Intrinsic Investments, LLC, S.A.C. Capital Advisors, LLC, S.A.C. Capital Associates, LLC, S.A.C. International Equities, LLC and S.A.C. Select Fund, LLC (collectively with CR Intrinsic, the “Defendants”). The Defendants entered consent agreements and on June 18, 2014, the Court entered Final Judgments ordering the Defendants to collectively pay disgorgement, prejudgment interest, and civil penalties in the amount totaling $601,747,463.22 to resolve the Commission’s claims. On or about August 7, 2014, $601,832,697.04 was paid to the Clerk of the Court and deposited into an interest-bearing account with the Court Registry Investment System account on August 6, 2014.
On January 26, 2015, a Fair Fund comprised of the disgorgement, prejudgment interest and civil penalties paid collectively by the Defendants was established by the Court to compensate investor victims of the fraud and a Tax Administrator, Damasco & Associates LLP, was appointed to handle the tax obligations of the Fund. On April 22, 2015, the Court entered an Order appointing Garden City Group, LLC as the Distribution Agent to assist in developing a Distribution Plan to distribute monies in the CR Intrinsic Fair Fund to investors harmed by the violations alleged in the Complaint.
The SEC submitted a Distribution Plan to the Court for its approval on November 23, 2015 and submitted an Amended Distribution Plan to the Court on December 10, 2015. The Court approved the Amended Plan of Distribution (“Distribution Plan”) in its entirety on February 4, 2016.
|2.||Why did I receive a Claim Packet?|
You received a Claims Packet because records indicate you may have purchased or acquired, or sold in the case of put options, Eligible Securities from July 21, 2008 through the close of trading at 4:00 p.m. EDT on July 29, 2008, inclusive. The packet you received is designed to notify you of the settlement reached and to inform you that you may be eligible to receive payment from the CR Intrinsic Fair Fund.
|3.||Who is eligible to participate in the Fair Fund?|
To qualify for a payment from the CR Intrinsic Fair Fund, you must satisfy certain eligibility criteria that are described in detail in the Distribution Plan and the Plan of Allocation, attached to the Distribution Plan as Exhibit A. Those criteria include the following:
- You must have purchased or acquired (or sold in the case of put options) Eligible Securities between July 21, 2008 and the close of trading at 4:00 p.m. EDT on July 29, 2008, inclusive, as described in the Plan of Allocation.
- Your approved transactions must calculate to a Total Eligible Loss Amount and your Distribution Payment must equal or exceed $10.00.
|4.||Who is excluded from participation in the Fair Fund?|
You are excluded from participation in the CR Intrinsic Fair Fund if you are:
- A director or officer, or former director or officer, of Defendants or any of its past or present Affiliates who served in such capacity during the Recovery Period and were directly involved in the conduct detailed in the Complaint;
- An employee or former employee of Defendants or of any of its past or present Affiliates who has been terminated for cause in connection with the violations alleged in the Complaint or any related Commission action, or who was otherwise terminated or has resigned in connection with the violations alleged in the Complaint or any related Commission action;
- A defendant in any action brought by the Commission or any class action lawsuit related to the conduct described in the Complaint or any related Commission action unless and until such defendant is found not liable in all such civil suits prior to the Claims Bar Date (July 16, 2016), and proof of the finding(s) is included in such defendant’s timely filed Proof of Claim Form;
- A person who, as of the Claims Bar Date, has been the subject of criminal charges related to the violations alleged in the Complaint or any related Commission action unless and until such Person is found not guilty prior to the Claims Bar Date, and proof of the finding(s) is included in such Person’s timely filed Proof of Claim form;
- Any Affiliates, assigns, creditors, heirs, distributees, spouses, parents, children or controlled entities of any of the foregoing Persons or entities described above;
- Any purchaser or assignee of another Person’s right to obtain a recovery from the Fair Fund, provided, however, that this provision shall not be construed to exclude those Persons who obtained such a right by gift, inheritance, devise or operation of law; and/or
- The Distribution Agent, its employees, and those persons assisting the Distribution Agent in its role as the Distribution Agent.
|5.||What is the amount of the Fair Fund?|
Approximately $602 million.
|6.||What do I need to do to participate in the Fair Fund?|
You must complete and sign the Proof of Claim form and submit it, along with appropriate supporting documentation, to the Distribution Agent so that it is postmarked, or if not sent by U.S. mail, received, no later than July 16, 2016 at the address listed below in order to be eligible to recover from the CR Intrinsic Fair Fund:
P.O. Box 10185
Dublin, OH 43017-3185
|7.||What do I need to submit with my Proof of Claim Form?|
You must document each transaction that you include on your claim form. Acceptable forms of supporting documentation include:
- Trade confirmation slips from brokerage firms that list the security name, the name of the beneficial owner, the type of transaction, the date of the transaction, the number of shares, and the total amount of the transaction; or
- Monthly statements from brokerage firms that detail all account activity within a month.
|8.||What is the deadline for submitting my Proof of Claim Form?|
The deadline to submit a completed and signed Proof of Claim form with the necessary documentation is July 16, 2016 (the “Claims Bar Date”). It must be postmarked, or if not sent by U.S. Mail, received, by this date.
|9.||How will I know when the Proof of Claim Form I submit has been received by the Distribution Agent?|
The Distribution Agent will acknowledge receipt of your Claim Form by regular or electronic mail within 60 days of receipt. Your claim is not deemed filed until you receive an acknowledgment postcard or e-mail. If you do not receive an acknowledgment postcard or e-mail within 45 days, please call the Distribution Agent toll free at 1 (888) 599-2123.
|10.||Will I be notified if my Proof of Claim Form is deficient?|
Yes. If your Proof of Claim form is deficient, you will receive a Claim Deficiency Notice setting forth the reason why the claim is deficient and advising you of the opportunity to cure such deficiency.
|11.||Can a financial institution that served as an advisor to numerous clients file Proof of Claim Forms on their behalf? Can we group all our clients together using this method?|
Yes, you may file on behalf of all your clients, provided you are authorized to do so and provide us with that valid written authorization. If you would like to file these claims together, you should file your claims electronically.
Please Note: Claims with 100 or more transactions or on behalf of 20 or more different accounts must be submitted electronically and in the required format. You can obtain the mandatory electronic filing requirements and file layout on this website or you may e-mail the Distribution Agent at eClaim@gcginc.com. Any submission not in accordance with the required electronic filing format may be rejected. Proof of authority to submit a Proof of Claim form on behalf of any managed accounts must be submitted with any Proofs of Claim for such accounts. If you intend to file electronically, you can submit and track the history of your claims by using our secure website, GCG ICE™, which is available 24/7. GCG ICETM allows institutional investors to upload electronic claims and documents, track the history and status of submissions, view claim rejections and how to fix them, update contact information, and receive important status alerts via e-mail.
|12.||How much money will I receive if my claim is approved?|
Until all claims have been fully processed, it is not possible to determine the amount of any individual payment because the amount will depend on a variety of factors, including the number of valid claims processed, the amount of eligible securities that you purchased, and when you purchased and sold these shares. In addition, in order for a claim to be paid, it must equal or exceed the Minimum Payment Amount of $10.00.
For additional information as to how your claim will be calculated, please view the Plan of Allocation for the CR Intrinsic Fair Fund Plan located on this website here.
|13.||Who is the Distribution Agent?|
The Court has appointed The Garden City Group, LLC to serve as the Distribution Agent.
|14.||Where can I obtain a Plan of Distribution Notice and Proof of Claim Form?|
|15.||How do I get more information?|
Additional information regarding the CR Intrinsic Fair Fund can be found on this website. You can obtain additional information or request copies of forms and notices by calling the CR Intrinsic Fair Fund’s toll-free hotline at 1 (888) 599-2123 in the United States, or by email at Questions@CRIntrinsicFairFund.com.
July 16, 2016
Claim Form Deadline