3552-3553A. WARBERG OPPORTUNISTIC TRADING FUND L.P. Plaintiffs-Appellants-res, WATERSTONE CAPITAL MANAGEMENT, L.P., plf-res, v. GEORESOURCES, INC., Defendant-res-res — WARBERG OPPORTUNISTIC TRADING FUND L.P. Plaintiffs-res-ap, WATERSTONE CAPITAL MANAGEMENT, L.P., plf-res, v. GEORESOURCES, INC., Defendant-Appellant-res — O’Melveny & Myers LLP, New York (Gary Svirsky of counsel), for appellants-respondents/respondents-appellants and res — Simpson Thacher & Bartlett LLP, New York (George S. Wang of counsel), for respondent-appellant/appellant-res — Judgment, Supreme Court, New York County (Saliann Scarpula, J.), entered March 24, 2016, awarding plaintiff Waterstone Capital Management, L.P. (Waterstone) the sum of $1,845,428.51, plus interest from July 2, 2012 in the sum of $619,305,58, for the total sum of $2,464,734.09, unanimously reversed, on the law, with costs and the judgment vacated. Order, same court and Justice, entered December 1, 2015, which, to the extent appealed from as limited by the briefs, denied plaintiffs’ motion for summary judgment on their cause of action for reformation as to plaintiffs Warberg Opportunistic Trading Fund L.P. (Warberg) and Option Opportunities Co. (OOC) and granted the motion as to plaintiff Waterstone Capital Management, L.P. (Waterstone), and granted defendant GeoResources, Inc.’s motion for summary judgment dismissing the reformation cause of action with respect to Warberg and OOC and denied the motion as to Waterstone, unanimously modified, on the law, to deny summary judgment to all parties, and otherwise affirmed, without costs. Appeal from order, same court and Justice, entered February 29, 2016, which determined the damages awarded Waterstone, unanimously dismissed, without costs, as subsumed in the appeal from the judgment.
This appeal concerns a pool of warrants to purchase shares in defendant GeoResources. The warrants, which were issued in June 2008, gave their holders the right to purchase a specified number of shares at any time from six months after the purchase date until June 9, 2013, at an exercise price of $32.43 per share. Each warrant included “anti-dilution” provisions, which were intended to protect the holder’s investment in the event that defendant issued or sold stock, or took any of the several specified actions deemed to be an issuance or sale of stock. Section 8(f) of the warrants contained a formula that provided for the adjustment of the exercise price in such a circumstance. However, section 8(h) established a floor below which the exercise price could not drop, by providing as follows:
