Diamond Castle Partners IV PRC, L.P. v. IAC/InterActiveCorp

Plaintiffs are a group of private equity funds and related entities. In July 2006, plaintiffs submitted a proposal to purchase PRC, a wholly-owned subsidiary of defendant. Following due diligence, plaintiffs submitted a bid for PRC of approximately $286.5 million, which defendant accepted. In order to effect the transaction, plaintiffs formed Panther as an acquisition vehicle. On November 2, 2006, Panther, defendant and PRC entered into a purchase agreement providing for the transfer of all of defendant’s outstanding interest in PRC to Panther. Plaintiffs merged Panther into PRC immediately…