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R.A. Mackie & Co. LP v. PetroCorp Inc.

Agreement unclear on whether warrant holders' right to receive stock is exercisable in perpetuity.

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Judge Koeltl

R.A. MACKIE & CO., L.P. v. PETROCORP Inc. — This is an action brought by R.A. Mackie & Co., L.P. (“Mackie”) and Wein Securities Corporation (“Wein”) (collectively “the plaintiffs”) for breach of contract, tortious interference with contract, and unjust enrichment arising out of an agreement (the “Warrant Agreement”) entitling the plaintiffs to perpetual warrants to purchase the stock of the Southern Mineral Corporation (“Southern Mineral”), a corporation whose assets were acquired via merger and whose liabilities were succeeded to by PetroCorp Acquisition Corp., a wholly owned subsidiary of PetroCorp Incorporated (“PetroCorp”) (collectively “the defendants”). Pursuant to the Merger Agreement between Southern Mineral and PetroCorp Acquisition, all outstanding warrant holders, including the plaintiffs, were given an effective date by which they could exercise their options to receive PetroCorp stock and if they failed to opt for PetroCorp stock by the date specified, they could only receive cash consideration for their warrants. The plaintiffs contend that the terms of the Merger Agreement breached the terms of the Warrant Agreement by effectively converting perpetual warrants into options that were only exerciseable by a date certain. The Amended Complaint raised five causes of action, including (1) breach of contract, alleging that the Merger Agreement violated the terms of the Warrant Agreement creating perpetual warrants; (2) breach of contract, alleging that the Merger Agreement violated the terms of the Warrant Agreement by failing to provide fair provisions enabling warrant-holder to receive PetroCorp stock; (3) unjust enrichment; and (4) tortious interference with contractual relations. The plaintiffs also seek a declaratory judgment that the former Southern Mineral warrant holders are entitled to perpetual warrants for PetroCorp stock and that the Merger Agreement breached the terms of the Warrant Agreement.

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