Caspian Alpha Long Credit, Fund, L.P., et al. v. GS Mezzanine Partners 2006, L.P., et al.
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In 2007, Marisco Superholdco, LLC and Marisco Superholdco Notes Corp. issued notes ("Superholdco Notes") through a private placement under an indenture between the Issuer and Wells Fargo Bank, N.A., as Trustee. In 2010, as part of a financial restructuring, the Issuer proposed amendments to the Indenture that were approved by a majority of the Superholdco noteholders. Appellees GS Mezzanine Partners 2009, L.P. and GS Mezzanine Partners V, L.P., who owned a majority of the Superholdco Notes, voted in favor of the amendments. Appellants Caspian Alpha Long Credit Fund L.P., Caspian Select Master Fund, LTD., Caspian Capital Partners, L.P., and Mariner LDC were Superholdco noteholders who sued, alleging they were injured by the amendments to the Indenture. GS Mezzanine moved to dismiss the claims against it under Court of Chancery Rule 12(b)(6), and the Court of Chancery granted that motion, finding that Section 6.06 of the Indenture could not reasonably have been read to provide Caspian with a basis to sue GS Mezzanine for voting to approve amendments to the Indenture. On appeal, Caspian argued that the Court of Chancery erred in its decision. Finding no reversible error, the Supreme Court affirmed the Court of Chancery’s dismissal of the claims Caspian brought against GS Mezzanine.
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