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1 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 1 of 12 USDC SDNY DOCUMENT ELECTRONCALLY FLED. DOC #: ~ UNTED STATES 7 DSTRl~CT COUR ~ 1 ~ SOUTHERN DSTRCT Of NEW YO -~=A=TE=_,:::Fl:::::;l::::,.::::n=: _=:::::::::::: ;~;;;;~:.1 N RE MF GLOBAL HOLDNGS LMTED SECURTES LTGATON Cvl Acto No. 1: 11-CV VM THS DOCUMENT RELATES TO: All Securtes Actons (DeAngels v. Corzne) ECF CAS JUDGMENT APPROVNG CLASS ACTON SE TLEMENT WTH DEFENDANTS JEFFERES LLC, BMO CAPTAL MARKETS CORP., NATXS SECU TES AM RCAS LLC, LEBENTHAL & CO. LLC AND U.S. BA CORP NV STMENTS NC. WHEREAS, a consoldated securtes class actcjn s pendng n ths Court styled n re MF Global Holdngs Lmted Securtes Ltgaton, Cvl h.cton No CV VM, that has been consoldated wth other actons under the master < ase DeAnge s v. Corzne, 11-CV VM (the "Acton"); WHEREAS, by Order dated October 14, 2015, t;1e Court cert fed the Acton to proceed as a class acton wth respect to the clams asserted agans1' the Reman' g Senor Notes Underwrter Defendants on behalf of all persons who and enttes wtlch purchas d or otherwse acqured MF j Global 6.25% Senor Notes between August 8, 2011 ru:,d Novembe 21, 2011 (ncludng persons who and enttes whch placed orders before August 8, 2011) (t e "Class Perod") and were damaged thereby (the "Remanng Senor Notes Undel".vrter Class" or "Class"); 1 1 Excluded from the Class are: () Defendants and MF Glotal; () memb rs of the mmedate Famles of the ndvdual Defendants; () the subsdares and afflate;bf Defendant and MF Global; (v) any person who or entty whch, durng the Class Perod, was, and/j; s a partne, executve offcer, drector or controllng person of MF Global, or any of ts subsdares o~ afflates, or f any Defendant or any of ther subsdares or afflates; (v) any entty n whch any Defencnt or MF Gl bal had durng the Class Perod and/or has a controllng nterest; (v) Defendants' labl\:ty nsurance carrers, and any afflates or

2 the Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 2 of 12 WHEREAS, (a) Lead Plantffs the Vrgna R,trement S tern and Her Majesty The Queen n Rght Of Alberta (collectvely "Lead Plantffs ') and name plantff the Government of Guam Retrement Fund (together wth Lead Plantffs 1 "Settl g Plantffs"), on behalf of themselves, the other named plantffs n the Acton, an :l the other 1*mbers of the Class, and (b) defendants Jefferes LLC (f/k/a Jefferes & Company, lt1.c.), BMO C~ptal Markets Corp., Natxs Securtes Amercas LLC (f/k/a Natxs Securtes North Amerca ~c.), Lebenthal & Co., LLC, and U.S. Bancorp nvestments, nc. (collectvely, tht: "Remanng Senor Notes Underwrter Defendants," and, together wth Settlng Plantffs, or behalf of themselves, the other named plantffs n the Acton, and the other members of the <;:lass, the "Settlng Partes") have entered nto a Stpulaton and Agreement of Settlement wth 1 )efendants Jefferes LLC, BMO Captal Markets Corp., Natxs Securtes Amercas LLC, Le,Jenthal & Co., LLC, and U.S. Bancorp nvestments, nc. dated March 9, 2016 (the "Stpulator 1 "), that provdes for a complete dsmssal wth prejudce of the clams asserted aganst the Remar:ng Senor Notes Underwrter Defendants n the Acton on the terms and condtons set forth n the; Stpulaton, subject to the approval of ths Court (the "Settlement"); WHEREAS, unless otherwse defned n ths Ju 1 gment, the captalzed terms heren shall have the same meanng as they have n the Stpulaton; WHEREAS, by Order dated March 18, 2016 Jhe "Prelmnary Approval Order"), ths ' Court: (a) prelmnarly approved the Settlement; (b) )rdered that notce of certfcaton of the subsdares thereof; and (v) the legal representatves, hers. successors, and assgns of any such excluded person or entty; provded, however, that any nvestment V~-. hcle (as defhed n the Stpulaton) shall not be deemed an excluded person or entty by defnton. Also'.excluded from the Class are any persons who and enttes whch submt a request for excluson from the R.,.,manng Senor Notes Underwrter Class that s accepted by the Court or who or whch were, pursuant tor, quest, excluded from any of the Other Classes (to the extent such persons and enttes are also Remanng ~renor Notes Underwrter Class Members). 2

3 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 3 of 12 Class and of the proposed Settlement be provded to pot:~ntal Class Members; ( c) provded Class Members wth the opportunty ether to exclude themelves from the Class or to object to the proposed Settlement; and ( d) scheduled a hearng regarcng fnal approval of the Settlement; WHEREAS, due and adequate notce has been gven to the Class; WHEREAS, the Court conducted a hearng on J\;.ly 15, 2016 (the "Settlement Hearng") to consder, among other thngs: (a) whether the terms a11d condtons of the Settlement are far, reasonable and adequate to the Class, and should threfore be approved; and (b) whether a judgment should be entered dsmssng the Acton wth >rejudce as aganst the Remanng Senor Notes Underwrter Defendants; and WHEREAS, the Court havng revewed and corndered the Stpulaton, all papers fled and proceedngs held heren n connecton wth the Settleme,1t, all oral and wrtten comments receved regardng the Settlement, and the record n the Acton, ~,nd good cause appearng therefor; NOW, THEREFORE, T S HEREBY ORDER;~D, ADJUDGED AND DECREED: 1. Jursdcton - The Court has jursdctor' over the subject matter of the Acton, and all matters relatng to the Settlement, as well as personaljursdcton over all of the Settlng Partes and each of the Class Members. 2. ncorporaton of Settlement Documen11~ -Ths Judgment ncorporates and makes a part hereof: (a) the Stpulaton fled wth the Court 0'1 March 11, 2016; and (b) the Notce and the Summary Notce, both of whch were fled wth the:court on June 3, Notce - The Court fnds that the dssertnaton of the Notce and the publcaton of the Summary Notce: (a) were mplemented n ac,cordance wth the Prelmnary Approval Order; (b) consttuted the best notce practcable unde1; the crcumstances; ( c) consttuted notce that was reasonably calculated, under the crcumstan1 :es, to apprse Class Members of () the 3

4 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 4 of 12 pendency of the Acton; () the certfcaton of the Class:; () the effect of the proposed Settlement (ncludng the Releases to be provded thereunder); (v) Co-Lead Counsel's moton for an award of attorneys' fees and rembursement of expenses; (v) ther rght to object to any aspect of the Settlement and/or Co-Lead Counsel's moton for an aw:rrd of attorneys' fees and rembursement of expenses; (v) ther rght to exclude themselves from 1:he Class; and (v) ther rght to appear at the Settlement Hearng; ( d) consttuted due, adequate,, and suffcent notce to all persons and enttes enttled to receve notce of the proposed Settler;1ent; and ( e) satsfed the requrements of Rule 23 of the Federal Rules of Cvl Procedure, the Un:ed States Consttuton (ncludng the Due Process Clause), the Prvate Securtes Ltgaton Refc1rm Act of 1995, 15 U.S.C. 77z-1, as amended, and all other applcable law and rules. 4. Fnal Settlement Approval and Dsn~tssal of Clams - Pursuant to, and n accordance wth, Rule 23 of the Federal Rules of Cv'l Procedure, ths Court hereby fully and fnally approves the Settlement set forth n the Stpu 1 aton n all respects (ncludng, wthout lmtaton: the amount of the Settlement; the Releases provded for theren, ncludng the release of the Released Plantffs' Clams as aganst the Remanng Senor Notes Underwrter Defendants' Releasees; and the dsmssal wth prejudce of the clat:ns asserted aganst the Remanng Senor Notes Underwrter Defendants n the Acton), and fnds, that the Settlement s, n all respects, far, reasonable and adequate to the Class. The Settlng Partes are drected to mplement, perform and, consummate the Settlement n accordance wth the terms and provsons contaned n the Stpulaton. 5. All of the clams asserted aganst th: Remanng Senor Notes Underwrter Defendants n the Acton by Settlng Plantffs and Cass Members are hereby dsmssed wth 4

5 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 5 of 12 prejudce. The Settlng Partes shall bear ther own < osts and expenses, except as otherwse expressly provded n the Stpulaton. 6. Bndng Effect-The terms of the Stpuh:;ton and of ths Judgment shall be forever bndng on the Remanng Senor Notes Underwrter Ddendants, Settlng Plantffs and all other Class Members (regardless of whether or not any nd,: dual Class Member submts a Proof of Clam Form or seeks or obtans a dstrbuton from the Remanng Senor Notes Underwrter Net Settlement Fund), as well as ther respectve successors md assgns. The person lsted on Exhbt 1 hereto s excluded from the Class pursuant to request and s not bound by the terms of the Stpulaton or ths Judgment. 7. Releases-The Releases set forth n parar~raphs 4 and 5 of the Stpulaton, together wth the defntons contaned n paragraph 1 of the ~tpulaton relatng thereto, are expressly ncorporated heren n all respects. The Releases tre effectve as of the Effectve Date. Accordngly, ths Court orders that: (a) Wthout further acton by anyorn:, and subject to paragraph 8 below, upon the Effectve Date of the Settlement, Settlng Plantffs and each of the other Class Members, on behalf of themselves and ther respectve past, present, or future parents, subsdares, dvsons, afflates, shareholders, general or lmted partners, a1tomeys, spouses, nsurers, benefcares, employees, offcers, drectors, legal and equtable c 1wners, members, legal representatves, trustees, assocates, hers, executors, admnstrators, predecessors, successors, afflates and assgns, n ther capactes as such, shall be deemed to have, and by operaton of law and of ths Judgment shall have, fully, fnally and forever cc:mpromsed, settled, released, resolved, relnqushed, waved and dscharged each and eve) Released Plantffs' Clam aganst the Remanng Senor Notes Underwrter Defendants ~ 1 nd the other Remanng Senor Notes 5

6 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 6 of 12 Underwrter Defendants' Releasees, and shall forever b1: enjoned from prosecutng any or all of the Released Plantffs' Clams aganst any of the, Remanng Senor Notes Underwrter Defendants' Releasees. Ths Release shall not apply to my Excluded Plantffs' Clam. (b) Wthout further acton by anyone 1, and subject to paragraph 8 below, upon j the Effectve Date of the Settlement, the Remanng S~nor Notes Underwrter Defendants, on behalf of themselves and ther respectve past, present er future attorneys, nsurers, benefcares, employees, predecessors n nterest, successors n nterest, legal representatves, trustees, assocates, admnstrators, afflates and assgns, n thelr capactes as such, shall be deemed to have, and by operaton of law and of ths Judgme1 1t shall have, fully, fnally and forever compromsed, settled, released, resolved, relnqushed, waved and dscharged each and every Released Remanng Senor Notes Underwrter Defend:[mts' Clam aganst Settlng Plantffs and the other Plantffs' Releasees, and shall forever be efl:: oned from prosecutng any or all of the Released Remanng Senor Notes Underwrter Defendmts' Clams aganst any of the Plantffs' Releasees. Ths Release shall not apply to any Exclm.ed Remanng Senor Notes Underwrter Clam or to the person lsted on Exhbt 1 hereto. 8. Notwthstandng paragraphs 7(a) - (b) <hove, nothng n ths Judgment shall bar any acton by any of the Settlng Partes to enforce or efectuate the terms of the Stpulaton or ths Judgment. 9. Bar Order - The Court hereby: (a) pe:manently bars, enjons and restrans any : person or entty from commencng, prosecutng, or asse:tng any Barred Clams aganst any of the Remanng Senor Notes Underwrter Defendants' Re.leasees, whether as clams, cross-clams, counterclams, thrd-party clams, or otherwse, and w 1 1ether asserted n the Acton or any other proceedng, n ths Court, n any federal or state court, o: n any other court, arbtraton proceedng, 1 6

7 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 7 of 12 admnstratve agency, or other forum n the Unted Stat1:s or elsewhere; and (b) permanently bars, enjons, and restrans the Remanng Senor Notes l.nderwrter Defendants' Releasees from commencng, prosecutng, or assertng any Barred Clan;ts aganst any person or entty, whether as clams, cross-clams, counterclams, thrd-party clams )r otherwse, and whether asserted n the Acton or any other proceedng, n ths Court, n any fe :eral or state court, or n any other court, arbtraton proceedng, admnstratve agency, or other forum n the Unted States or elsewhere. 10. Judgment Reducton - Any fnal verd< 1 t or judgment obtaned by or on behalf of : the Class arsng out of the 6.25% Senor Notes offerngaganst any person or entty subject to the Bar Order shall be reduced by the greatest of: () an am 1 Junt that corresponds to the percentage of responsblty of the Remanng Senor Notes UndervTter Defendants as underwrters of that offerng for common damages arsng out of that offer1tg; () the amount pad by or on behalf of the Remanng Senor Notes Underwrter Defendants t) the Class for common damages arsng out of the 6.25% Senor Notes offerng; or () tt;e amount the Remanng Senor Notes Underwrter Defendants would have been requred under the applcable agreements among the underwrters of the 6.25% Senor Notes to contrbute to any judgment wth respect to the 6.25% Senor Notes offerng f not for the Bar Order,.e., the percentage that corresponds to the percentage of the 6.25% Senor Notes offerng that the Remanng Senor Notes Underwrter Defendants commtted to take down n that offerng ~jncludng any over allotment); provded, however, there shall be no reducton for any amounts the Remanng Senor Notes Underwrter Defendants would be responsble to contrbute under tlrose agreements wth respect solely to any and all costs or fees (ncludng but not lmted to atto:meys' fees) ncurred by or for whch the underwrters of the 6.25% Senor Notes may otherwse become responsble that are related n any way to such judgment. ' 7

8 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 8 of Rule 11 Fndngs - The Court fnds an concludes that the Settlng Partes and ther respectve counsel have compled n all respects :wth the requrements of Rule 11 of the Federal Rules of Cvl Procedure n connecton wth he nsttuton, prosecuton, defense, and settlement of the Acton. 12. No Admssons - Nether ths Judgnent, the Stpulaton (whether or not consummated), ncludng the exhbts thereto, the Plan of Allocaton, the negotatons leadng to the executon of the Stpulaton, nor any proceedngs taken pursuant to or n connecton wth the j Stpulaton and/or approval of the Settlement (ncludr:g any arguments proffered n connecton therewth): (a) shall be offered aganst any of 1he Remanng Senor Notes Underwrter Defendants' Releasees as evdence of, or constn ed as, or deemed to be evdence of () any j presumpton, concesson, or admsson by any of the Remanng Senor Notes Underwrter Defendants' Releasees wth respect to the truth. of any fact alleged by Settlng Plantffs, the valdty of any clam that was or could have.been asserted by Settlng Plantffs or any member of the Class, or the defcency of any :efense that has been or could have been asserted by the Remanng Senor Notes Under:vrter Defendants n ths Acton or n any other ltgaton, or () any lablty, neglgence, fault, or other wrongdong of any knd of any of the Remanng Senor Notes Underwrler Defendants' Releasees or n any way referred to for any other reason as aganst any 0 1 ~the Remanng Senor Notes Underwrter Defendants' Releasees, n any cvl, crmnal or admnstratve acton or proceedng, other. than such proceedngs as may be necessary to elfectuate the provsons of the Stpulaton; (b) shall be offered aganst any of tl:te Plantffs' Releasees, as evdence of, or construed as, or deemed to be evdence of () an: r presumpton, concesson or admsson by 8

9 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 9 of 12 any of the Plantffs' Releasees that any of ther, clams are wthout mert, that any of the Remanng Senor Notes Underwrter Defendants' Releasees had mertorous defenses, or that damages recoverable aganst the Remanhg Senor Notes Underwrter Defendants : under the Complant would not have exceeded tle Settlement Amount, or () any lablty, neglgence, fault or wrongdong of any knd, or fo any way referred to for any other reason ' as aganst any of the Plantffs' Releasees, n an)' cvl, crmnal or admnstratve acton or proceedng, other than such proceedngs as may be necessary to effectuate the provsons of the Stpulaton; or ( c) shall be construed aganst any of,releasees as an admsson, concesson, or presumpton that the consderaton to be gven u11der the Settlement represents the amount whch could be or would have been recover'~d aganst the Remanng Senor Notes Underwrter Defendants after tral; provded, however, that the Settlng Partes and the Rdeasees and ther respectve counsel may : refer to ths Judgment and the Stpulaton to effectunte the protectons from lablty granted hereunder and thereunder or otherwse to enforce the tem1s of the Settlement. ' 13. Retenton of Jursdcton - Wthout af:ectng the fnalty of ths Judgment n any ' way, ths Court retans contnung and exclusve jur~dcton over: (a) the Settlng Partes for purposes of the admnstraton, nterpretaton, mpleme::1taton and enforcement of the Settlement; (b) the dsposton of the Settlement Fund; ( c) any moton for an award of attorneys' fees and/ or Ltgaton Expenses by Co-Lead Counsel n the Acton ;hat wll be pad from the Settlement Fund; (d) any moton to approve the Class Dstrbuton Order: and (e) the Class Members for all matters relatng to the Settlement. 9

10 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 10 of A separate order shall be entered regard11g the moton of Co-Lead Counsel for an f award of attorneys' fees and rembursement of expens1s. Such order shall n no way affect or delay the fnalty of ths Judgment and shall not affect or delay the Effectve Date of the Settlement. 15. Modfcaton of the Agreement of Setllement - Wthout further approval from the Court, Settlng Plantffs and the Remanng Senor ;~otes Underwrter Defendants are hereby ' authorzed to agree to and adopt such amendments 01 modfcatons of the Stpulaton or any ' exhbts attached thereto to effectuate the Settlement th 1 tt: (a) are not materally nconsstent wth ths Judgment; and (b) do not materally lmt the rghts; of Class Members n connecton wth the Settlement. Wthout further order of the Court, Settlng :Plantffs and the Remanng Senor Notes Underwrter Defendants may agree to reasonable extem ons of tme to carry out any provsons of the Settlement. 16. Termnaton of Settlement - f the Settlement s termnated as provded n the Stpulaton or the Effectve Date of the Settlement othe1:wse fals to occur, ths Judgment shall be vacated, rendered null and vod and be of no further for<; e and effect, except as otherwse provded by the Stpulaton, and ths Judgment shall be wthout p:rejudce to the rghts of Settlng Plantffs, the other Class Members and Remanng Senor Notes Underwrter Defendants, and the Settlng Partes shall revert to ther respectve postons n the Acton as of January 25, 2016, as provded n the Stpulaton. 17. Entry of Fnal Judgment - There s.no just reason to delay the entry of ths Judgment as a fnal judgment n ths Acton as aganst: the Remanng Senor Notes Underwrter Defendants pursuant to Rule 54(b) of the Federal Rules ;>f Cvl Procedure. Accordngly, the Clerk of the Court s expressly drected to mmedately enter tl;.s fnal judgment as aganst the Remanng Senor Notes Underwrter Defendants. j 10

11 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 11 of 12 SO ORDERED ths ~ay om,~ d - W/:nora e Vctor Marrero t nted States Dstrct Judge #

12 Case 1:11-cv VM-JCF Document 1111 Fled 07/15/16 Page 12 of 12 Jerry M. Rozyck Paradse, CA Exhbt 1 12