## Facts

- Crown Media Holdings, Inc. was financially distressed, had never been profitable, and had failed in prior efforts to sell the company.
- Crown owed its controlling stockholder, Hallmark, over $1.1 billion, with roughly $100 million in annual debt service and maturity in 2011; Crown lacked cash flow to service or repay the debt.
- Hallmark had previously avoided defaults through waivers and standstills but proposed a recapitalization in May 2009 to address the looming maturity.
- The recapitalization exchanged Hallmark’s debt for increased Class A equity, new preferred stock, and a reduced amount of new longer-dated debt, raising Hallmark’s ownership from about 80% to about 90% and diluting minority stockholders.
- Crown’s board formed a three-member special committee of independent directors to evaluate Hallmark’s proposal and alternatives (sale, refinancing, or status quo).
- The special committee retained independent legal counsel and financial advisors, including Morgan Stanley as primary advisor and Houlihan Lokey for a separate fairness opinion.
- The committee reviewed alternatives and concluded the status quo was unsustainable due to insolvency risk and that third-party sale or refinancing was unlikely given Crown’s debt overhang, market conditions, and prior failed sale process.
- Morgan Stanley advised that Crown’s value did not exceed its debt; the committee negotiated improved terms with Hallmark and approved the transaction.
- A minority stockholder sued to enjoin the transaction; after notice before closing, the plaintiff did not seek a preliminary injunction and instead pursued post-closing rescission and other equitable relief.
- The case proceeded to a post-closing trial under the parties’ agreement that entire fairness review applied.

## Issues

1. Whether the controller-led recapitalization satisfied Delaware’s entire fairness standard as to both fair dealing and fair price.
2. Whether the approval of an independent, properly functioning special committee shifted the burden of proving unfairness to the plaintiff.
3. Whether post-closing equitable relief (including rescission) was warranted based on alleged minority dilution and asserted undervaluation of Crown’s equity.

## Decision

- The Court of Chancery entered judgment for defendants after trial and denied rescission and other requested equitable relief.
- The court held that the special committee was independent and functioned effectively, shifting the burden of proof to the plaintiff.
- The court held that the recapitalization was entirely fair in both process and price given Crown’s financial condition, the committee’s evaluation of alternatives, and the negotiated terms.

## Legal Principles

- A controlling-stockholder transaction is reviewed for entire fairness, requiring proof of both fair dealing (process) and fair price (substance).
- The initial burden in an entire fairness case can shift to the plaintiff when the transaction is approved by an independent, properly functioning special committee (or by an informed, uncoerced majority of the minority).
- Fair dealing focuses on how the transaction was initiated, negotiated, structured, disclosed, and approved; credible, arm’s-length special committee negotiations and independent advisors support fairness.
- Fair price is evaluated contextually, including financial distress, insolvency risk, availability of alternatives, and valuation evidence; minority dilution does not alone establish unfairness when the record shows limited or no residual equity absent the transaction.
- Post-closing rescission is an extraordinary remedy and is not granted where the plaintiff fails to prove the transaction was not entirely fair.

## Conclusion

Delaware Chancery upheld a controller’s debt-for-equity recapitalization as entirely fair where an independent special committee vetted alternatives, negotiated at arm’s length with independent advisors, and the evidentiary record showed severe financial distress, no superior alternative, and equity value constrained by a debt overhang.


S. Muoio & Co. LLC v. Hallmark Ent. Invs. Co., 2011 WL 863007 (Del. Ch. Mar. 9, 2011)