IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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VANDERBILT INCOME AND GROWTH ASSOCIATES, ..
L.L.C., and RALEIGH CAPITAL ASSOCIATES L.P., :
individually, and derivatively on behalf of :
ARVIDA/JMB PARTNERS, L.P., ....
Plaintiffs, ....
- against - .. C.A. No. /55A3eflc
.
ARVIDA/JMB MANAGERS, INC., JUDD D. MALKIN, ;
NEIL G. BLUHM, BURTON E. GLAZOV, STUART C. :
NATHAN, A. LEE SACKS, JOHN G. SCHREIBER, BSS :
CAPITAL II, L.L.C., STARWOOD CAPITAL GROUP I, :
L.P., STARWOOD/FLORIDA FUNDING, L.L.C., ..
STARWOOD OPPORTUNITY FUND, IV, L.P. and BARRY :
STERNLICHT, ....
Defendants, ....
- and - ....
ARVIDA/JMB PARTNERS, L.P., ....
Nominal Defendant. ....
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VERIFIED COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF
Plaintiffs, by their attorneys, allege on personal knowledge
as to plaintiffs and otherwise upon information and belief, as
follows:
INTRODUCTION
1. This is an action for declaratory and injunctive relief
arising from defendants' egregious scheme to cause Arvida/JMB
3055130.10
Partners, L.P. (the "Partnership") to incur approximately $160
million of burdensome, unnecessary and above-market rate secured
debt (the "Financing") . The Financing was conceived in response
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
STARWOOD OPPORTUNITY FUND, IV, L.P. and BARRY:
VERIFIED COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF
Plaintiffs, by their attorneys, allege on personal knowledge as to plaintiffs and otherwise
to, and as part of a bad faith attempt to thwart, a tender offer for Limited Partnership
The purpose of the Financing -- to entrench the position of the
Partnership's general partner, defendant Arvida/JMB Managers, Inc.
Plaintiffs have made substantial investments in the Partnership and are alarmed by the
Unitholders and applicable provisions of the Partnership's Amended
and Restated Agreement of Limited Partnership (the "Partnership
distribution for Managers, and to continue to receive lucrative fees, distributions and other
affiliates to continue receiving lucrative fees and other
Prejudicial "break-up" fee obligations which require the
to preserve Managers' entrenched lucrative position by improperly
Partnership Agreement and fiduciary duties owed to the Partnership.
The Financing has no legitimate business purpose.
or of their investment in the Partnership.
Plaintiff Raleigh Capital Associates L.P. is
Defendant Starwood Capital Group I,
Defendant Starwood/Florida Funding, L.L.C.
Defendant Starwood Opportunity Fund IV, L.P. is a Delaware limited partnership having an
Defendant BSS Capital II,
Financing is improperly to deter third parties from making further
Financing (the "Financing Commitment Letter") into which it had
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