Reynolds Am. Inc. v. Third Motion Equities Master Fund Ltd.

Reynolds Am. Inc. v. Third Motion Equities Master Fund Ltd., 2018 NCBC 114.

STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
FORSYTH COUNTY 17 CVS 7086

REYNOLDS AMERICAN INC.,

Plaintiff,

v.

THIRD MOTION EQUITIES
MASTER FUND LTD.; MAGNETAR
CAPITAL MASTER FUND, LTD.;
SPECTRUM OPPORTUNITIES
MASTER FUND LTD.; MAGNETAR
FUNDAMENTAL STRATEGIES
MASTER FUNDS LTD.;
MAGNETAR MSW MASTER FUND
LTD.; MASON CAPITAL MASTER
FUND, L.P.; ANTON S.
KAWALSKY, trustee for the benefit
of Anton S. Kawalsky Trust UA
9/17/2015; CANYON BLUE CREDIT ORDER AND OPINION ON
INVESTMENT FUND L.P.; THE PLAINTIFF’S OCTOBER 10, 2018 BCR
CANYON VALUE REALIZATION
MASTER FUND, L.P.; CANYON 10.9 SUMMARIES
VALUE REALIZATION FUND,
L.P.; BLUE MOUNTAIN CREDIT
ALTERNATIVES MASTER FUND
L.P.; BLUEMOUNTAIN FOINAVEN
MASTER FUND L.P.;
BLUEMOUNTAIN GUADALUPE
PEAK FUND L.P.;
BLUEMOUNTAIN SUMMIT
TRADING L.P.; BLUEMOUNTAIN
MONTENVERS MASTER FUND
SCA SICAV-SIF; AMUNDI
ABSOLUTE RETURN CANYON
FUND P.L.C.; CANYON-SL
VALUE FUND, L.P.; PERMAL
CANYON IO LTD.; CANYON
VALUE REALIZATION MAC 18
LTD.; and BARRY W. BLANK
TRUST,

Defendants.
1. THIS MATTER is before the Court upon Plaintiff Reynolds American Inc.’s

(“Reynolds” or “RAI”) October 10, 2018 Business Court Rule (“BCR”) 10.9 Summaries

(the “Summaries”) in the above-captioned case.

2. After considering the parties’ BCR 10.9 submissions and the arguments of

counsel on an October 24, 2018 videoconference call, the Court decides this matter as

set forth herein.

Cravath, Swaine & Moore LLP, by Gary A. Bornstein, Thomas G.
Rafferty, Samira Shah, and Nicole D. Valente, and Smith, Anderson,
Blount, Dorsett, Mitchell & Jernigan, LLP, by Donald H. Tucker, Jr.,
Christopher B. Capel, and Clifton L. Brinson, for Plaintiff Reynolds
American Inc.

Lowenstein Sandler LLP, by Sheila A. Sadighi, Maya Ginsburg,
Lawrence M. Rolnick, Jennifer A. Randolph, and Thomas E. Redburn,
Jr., and Brooks, Pierce, McLendon, Humphrey & Leonard, LLP, by
Jennifer K. Van Zant and Jessica Thaller-Moran, for Defendants Mason
Capital Master Fund, L.P., Anton S. Kawalsky, Canyon Blue Credit
Investment Fund L.P., Canyon Value Realization Master Fund, L.P.,
Canyon Value Realization Fund, L.P., Blue Mountain Credit
Alternatives Master Fund L.P., BlueMountain Foinaven Master Fund
L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Summit
Trading L.P., BlueMountain Montenvers Master Fund SCA SICAV-SIF,
Amundi Absolute Return Canyon Fund P.L.C., Canyon-SL Value Fund,
L.P., Permal Canyon IO Ltd., and Canyon Value Realization MAC 18
Ltd.

Abrams & Bayliss LLP, by Sarah E. Delia and Kevin G. Abrams, and
Ellis & Winters LLP, by George F. Sanderson, III and Troy D. Shelton,
for Defendants Magnetar Capital Master Fund, Ltd., Magnetar
Fundamental Strategies Master Fund Ltd., Magnetar MSW Master
Fund Ltd., Third Motion Equities Master Fund Ltd., and Spectrum
Opportunities Master Fund Ltd.

Shanahan McDougal, PLLC, by Gregg E. McDougal, Brandon S.
Neuman, and H. Denton Worrell, for Defendant Barry W. Blank Trust.

Bledsoe, Chief Judge.
I.

BACKGROUND

3. This lawsuit is a judicial appraisal action under N.C. Gen. Stat. § 55-13-30

to determine the fair value of Defendants’ common stock in Reynolds. On July 25,

2017, Reynolds merged into an indirect, wholly owned subsidiary of British American

Tobacco p.l.c. (the “Merger”). Defendants are former Reynolds shareholders.

4. On May 4, 2018, Reynolds served its first set of requests for production of

documents directed to all Defendants (the “Requests”). Responding to these

Requests, Defendants Mason Capital Master Fund, L.P.; The Canyon Value

Realization Master Fund, L.P.; Canyon Value Realization Fund, L.P.; Canyon Blue

Credit Investment Fund L.P.; Canyon-SL Value Fund, L.P.; Permal Canyon IO Ltd.;

Canyon Value Realization MAC 18 Ltd.; Amundi Absolute Return Canyon Fund

P.L.C.; Anton S. Kawalsky; Blue Mountain Credit Alternatives Master Fund L.P.;

BlueMountain Summit Trading L.P.; BlueMountain Montenvers Master Fund SCA

SICAV-SIF; BlueMountain Foinaven Master Fund L.P.; and BlueMountain

Guadalupe Peak Fund L.P. (collectively, the “CMB Defendants”) made general and

specific objections. Particularly, the CMB Defendants objected to and refused to

produce documents responsive to Requests 7, 8, 9(a), 13, 14, 15, 16, and 20

(collectively, the “Disputed Requests”).

5. In its Summaries submitted to the Court under BCR 10.9, Reynolds asks

that the Court order the CMB Defendants to produce documents responsive to the
Disputed Requests. Pursuant to BCR 10.9(b)(1), the CMB Defendants submitted

responses to Reynolds’s Summaries.

6. The Court held a BCR 10.9 videoconference call on Reynolds’s Summaries

on October 24, 2018. All parties to this action were represented on the

videoconference by counsel.

7. These issues are ripe for resolution.1

II.

LEGAL STANDARD

8. Parties participating in a judicial appraisal action under N.C. Gen. Stat.

§ 55-13-30 are entitled to the same discovery rights as parties in other civil

proceedings. See N.C. Gen. Stat. § 55-13-30(d); Russell M. Robinson, II, Robinson on

North Carolina Corporation Law § 27.04 (7th ed. 2017). “The primary purpose of the

discovery rules is to facilitate the disclosure prior to trial of

any unprivileged information that is relevant and material to the lawsuit so as to

permit the narrowing and sharpening of the basic issues and facts that will require

trial.” Friday Invs., LLC v. Bally Total Fitness of the Mid-Atl., Inc., 805 S.E.2d 664,

667 (N.C. 2017) (emphasis omitted) (quoting Bumgarner v. Reneau, 332 N.C. 624,

628, 422 S.E.2d 686, 688–89 (1992)). Rule 26 of the North Carolina Rules of Civil

Procedure ensures that this process is carried out by allowing parties to “obtain

1 Despite mutual agreement between the parties on the October 24 videoconference call that
additional briefing was unnecessary, the CMB Defendants submitted a further BCR 10.9
statement to the Court by e-mail on October 25, 2018. Reynolds objected to this submission
and requested a chance to file a response. The Court has reviewed the CMB Defendants’
additional submission and concludes that a response from Reynolds is not necessary.
discovery regarding any matter, not privileged, which is relevant to the subject

matter involved in the pending action.” N.C. R. Civ. P. 26(b)(1).

9. In answering what matters are “relevant” under Rule 26, courts of this State

have long recognized that “[t]he relevancy test for discovery is not the same as the

relevancy test for admissibility into evidence. To be relevant for purposes of

discovery, the information [sought] need only be ‘reasonably calculated’ to lead to the

discovery of admissible evidence.” Shellhorn v. Brad Ragan, Inc., 38 N.C. App. 310,

314, 248 S.E.2d 103, 106 (1978); see N.C. R. Civ. P. 26(b)(1); Lowd v. Reynolds, 205

N.C. App. 208, 214, 695 S.E.2d 479, 483 (2010). This liberal standard is not without

limits, however, and our Supreme Court has cautioned that the Rules of Civil

Procedure should not be interpreted to allow parties “to roam at will in the closets

of . . . other[s].” Willis v. Duke Power Co., 291 N.C. 19, 34, 229 S.E.2d 191, 200 (1976).

10. Whether or not a party’s request to compel discovery should be granted or

denied “is within the trial court’s sound discretion,” and the trial judge’s decision on

such matters “will not be reversed absent an abuse of discretion.” Phelps-Dickson

Builders, L.L.C. v. Amerimann Partners, 172 N.C. App. 427, 433, 617 S.E.2d 664, 668

(2005) (quoting Wagoner v. Elkin City Sch. Bd. of Educ., 113 N.C. App. 579, 585, 440

S.E.2d 119, 123 (1994)).

III.

ANALYSIS

11. Reynolds contends that the Disputed Requests are appropriate under Rule

26 because they seek documents that may be relevant to (i) the CMB Defendants’
methods of valuing Reynolds common stock before the commencement of these

proceedings and (ii) the credibility of the CMB Defendants’ proffered valuations. The

CMB Defendants respond that the Disputed Requests are overbroad and solicit

irrelevant information.

12. The question of fair value in a judicial appraisal action is resolved by the

court; there is no right to a trial by jury. N.C. Gen. Stat. § 55-13-30(d). In making

its determination as to fair value, the court “can consider a wide range of factual

evidence[.]” Reynolds Am. Inc. v. Third Motion Equities Master Fund, Ltd., 2018

NCBC LEXIS 94, at *7–8 (N.C. Super. Ct. Sept. 12, 2018) (quoting In re Dole Food

Co., 114 A.3d 541, 550 (Del. Ch. 2014)). This range of evidence includes “documents

pertaining to pre-suit valuations of a company or its shares,” which may “assist the

court in weighing the validity and credibility of each party’s stance in the appraisal

proceeding.” Id. at *8.

13. The Disputed Requests, however, not only seek documents relating directly

to pre-litigation valuations, but also call for, among other things, documents related

to the CMB Defendants’ decision to oppose the Merger, other litigation in which the

CMB Defendants have been involved, and the CMB Defendants’ investment policies.

The issue before the Court is thus whether these Requests are reasonably calculated

to lead to the discovery of admissible evidence bearing on the validity and credibility

of the CMB Defendants’ valuations or whether—as the CMB Defendants contend—

Reynolds is embarking on an impermissible fishing expedition. See Dworsky v.

Travelers Ins. Co., 49 N.C. App. 446, 448, 271 S.E.2d 522, 524 (1980).
A. Request 7

14. Request 7 seeks “Documents2 relating to the Defendants’ determinations of

their respective Per Share [Fair Value] Estimates.” (Pl.’s First Req. Produc. Docs.

Directed All Defs. 9.) Reynolds argues that Request 7 is relevant for purposes of

discovery in that it seeks documents related to the October 12, 2017 pre-litigation

per-share fair value estimate that the CMB Defendants submitted to Reynolds

pursuant to N.C. Gen. Stat. § 55-13-28. Because the value of Defendants’ shares is a

central issue in this litigation, and because the Court has previously ruled that

certain pre-litigation valuations of Reynolds securities by other Defendants are

relevant under Rule 26, Reynolds Am. Inc., 2018 NCBC LEXIS 94, at *8–9, Reynolds

contends that the CMB Defendants should be compelled to provide documents

responsive to Request 7.

15. The CMB Defendants counter by pointing out that the documents sought by

Request 7 were prepared by the CMB Defendants’ valuation expert to satisfy a

statutory requirement for perfecting the CMB Defendants’ appraisal rights. The

CMB Defendants argue that requiring the production of these documents would

violate the terms of the protocol governing expert discovery in this case, which

provides that “draft reports, . . . preliminary or intermediate calculations,

computations, . . . data,” or other “draft materials” prepared by an expert are not

discoverable. (Order Entering Expert Disc. Protocol ¶ 3(a), ECF No. 69.) The CMB

Defendants also characterize these documents as the “preliminary work product” of

2 When quoting Reynolds’s Requests, the Court retains the Requests’ original capitalization,
signifying defined terms.
their valuation expert. (Canyon, Mason, and BlueMountain Dissenters’ Opp’n Pl.’s

Rule 10.9(b) Submission Regarding Dissenters’ Resp. Doc. Reqs. Nos. 7, 8, 9, 13 and

20, at 1.)

16. The Court does not find the CMB Defendants’ arguments painting Request

7 as early expert discovery or a request for expert draft materials (as that term is

used in the expert discovery protocol) persuasive. First, documents relating to the

CMB Defendants’ pre-litigation valuations of their shares are relevant to the ultimate

question in this case—the actual value of those shares. See Reynolds Am. Inc., 2018

NCBC LEXIS 94, at *7–8. Second, although the documents sought by Request 7 may

have been prepared by the same person that the CMB Defendants anticipate

tendering as an expert, those documents relate to the preparation of a pre-litigation

valuation that the CMB Defendants ultimately relied on and delivered to Reynolds

as a prerequisite for asserting their appraisal rights. See N.C. Gen. Stat. § 55-13-

28(a)–(b) (requiring a dissatisfied shareholder to notify the corporation of the

shareholder’s estimate of fair value within thirty days of receipt of the corporation’s

payment or offer of payment). The documents were not produced or drafted by the

CMB Defendants’ expert as part of these proceedings, and the expert’s pre-litigation

valuation was based on a more limited record than that forecast to support the CMB

Defendants’ expert opinions at trial. The Court thus concludes that Request 7 is

reasonably calculated to lead to the discovery of admissible evidence and does not

violate the expert discovery protocol. To the extent the CMB Defendants assert that

documents responsive to Request 7 constitute protected work product, such
documents should be handled in the manner described in the Amended Case

Management Order entered by the Court on April 10, 2018.

B. Requests 8, 9(a), 13, and 20

17. Requests 8, 9(a), 13, and 20 seek documents related to the CMB Defendants’

decisions to contest the Merger and assert their appraisal rights. In particular, these

Requests seek the following sets of documents:

a. Request 8: “All Documents relating to the Defendants’ decisions to

contest RAI’s Per Share [Fair Value] Estimate.” (Pl.’s First Req. Produc.

Docs. Directed All Defs. 9.)

b. Request 9(a): “All Documents relating to the decisions by Defendants

regarding (a) whether to assert Appraisal Rights[.]” (Pl.’s First Req.

Produc. Docs. Directed All Defs. 9.)

c. Request 13: “All Documents relating to any Communications concerning

the Merger or Defendants’ decision to assert Appraisal Rights or

Defendants’ responses to the Appraisal Notices.” (Pl.’s First Req.

Produc. Docs. Directed All Defs. 10.)

d. Request 20: “All Documents relating to Defendants’ consideration of how

to vote, or abstain from voting, their shares of RAI Securities.” (Pl.’s

First Req. Produc. Docs. Directed All Defs. 12.)

18. Reynolds argues that documents responsive to these Requests are relevant

to the value of the CMB Defendants’ shares at the time of the Merger because the

value of the shares would have been a critical concern for the CMB Defendants in
determining whether to assert their appraisal rights. Reynolds also argues that

documents responsive to these Requests will bear on the CMB Defendants’ credibility

as they assert a fair value for the Reynolds common stock at issue.

19. The CMB Defendants respond that Requests 8, 9(a), 13, and 20 are

overbroad and irrelevant in that they seek documents that may contain purely

subjective reasons for deciding to assert appraisal rights or vote against the Merger.

The CMB Defendants contend that such information will have no bearing on the fair

value of their Reynolds shares and will thus not be pertinent to the Court’s ultimate

decision. As they relate to documents solely about the subjective motivations of the

CMB Defendants, these objections are well founded.

20. The Court’s chief concern in this case is the fair value of Defendants’ shares

immediately before the Merger. N.C. Gen. Stat. § 55-13-01(5) (defining fair value as

“[t]he value of the corporation’s shares . . . immediately before the effectuation of the

corporate action as to which the shareholder asserts appraisal rights” ). While

documents responsive to Requests 8, 9(a), 13, and 20 might provide the Court with

information helpful in determining this fair value and assessing the credibility of the

CMB Defendants’ position, such documents might also contain a whole host of

unrelated considerations that are irrelevant to either issue. The decision to oppose a

merger and to institute appraisal proceedings may be motivated by any number of

subjective considerations, including a shareholder’s own investment goals, budget,

tolerance for risk, and more. Those considerations are irrelevant to the value of the

shares held or a shareholder’s credibility in asserting a certain fair value. Thus, while
Requests 8, 9(a), 13, and 20 may seek information relevant to this lawsuit, the net

cast is too wide.

21. Consequently, the Court concludes that Requests 8, 9(a), 13, and 20 are

overly broad and unduly burdensome as currently written. The Court will therefore

order that the CMB Defendants respond to Requests 8, 9(a), 13, and 20, but only to

the extent the Requests seek documents reflecting a consideration of the value of

Reynolds securities. See N.C. R. Civ. P. 26(b)(1a) (providing that the court may limit

the frequency or extent of discovery if the court determines “the discovery is unduly

burdensome or expensive, taking into account the needs of the case, the amount in

controversy, limitations on the parties’ resources, and the importance of the issues at

stake in the litigation”); Willis, 291 N.C. at 34, 229 S.E.2d at 200 (“One party’s need

for information must be balanced against the likelihood of an undue burden imposed

upon the other.”); Brown v. Secor, 2017 NCBC LEXIS 65, at *38–39 (N.C. Super. Ct.

July 28, 2017) (denying motion to compel in part as to request for production that was

overbroad and sought documents likely to contain irrelevant and personal

information).

C. Requests 14 and 15

22. Requests 14 and 15 call for documents showing other litigation in which the

CMB Defendants have been involved. In particular, Request 14 seeks “Documents

sufficient to show any other assertions of appraisal rights involving Defendants or

any affiliated entities, either by judicial proceeding or independent valuation,

including Documents sufficient to identify the Securities at issue.” (Pl.’s First Req.
Produc. Docs. Directed All Defs. 10.) Request 15 seeks “Documents sufficient to

identify (a) any litigation from any time whatsoever in which Defendants sought to

serve or in fact served as a lead plaintiff or in any other representative capacity on

behalf of other plaintiffs and (b) the Securities or other investments at issue in each

such litigation.” (Pl.’s First Req. Produc. Docs. Directed All Defs. 11.) Reynolds

argues that these Requests are proper under Rule 26 because information revealed

in other lawsuits or proceedings may be relevant to the CMB Defendants’ valuations

of Reynolds common stock and to issues of expert methodology and witness

credibility.

23. The CMB Defendants object to Requests 14 and 15 as having nothing to do

with the value of Reynolds or their own valuations of Reynolds common stock. They

further argue that even if documents sought by these Requests revealed prior

instances in which the CMB Defendants used different valuation strategies, such

inconsistencies are inherent in the nature of appraisal proceedings and provide the

Court with no meaningful input on expert credibility. The Court agrees.

24. As an initial point, Reynolds’s decisions to define “Securities” in its Requests

using “the Securities Exchange Act of 1934, 15 U.S.C. § 78a, et seq.,” (Pl.’s First Req.

Produc. Docs. Directed All Defs. 5), and to draft Request 15 to cover “any litigation

from any time whatsoever in which Defendants sought to serve or in fact served as a

lead plaintiff or in any other representative capacity on behalf of other plaintiffs,”

(Pl.’s First Req. Produc. Docs. Directed All Defs. 11), combine to render Request 15

overbroad. The mere fact that the CMB Defendants have served in a representative
capacity in other lawsuits has nothing to do with the fair value of their Reynolds

shares in this appraisal proceeding.

25. Further, Reynolds’s arguments in support of Requests 14 and 15 appear to

concede that these Requests are not directly relevant to the fair value of the Reynolds

common stock that is the subject matter of this case. Instead, Reynolds argues only

that Requests 14 and 15 may lead to the discovery of information about inconsistent

valuation methodologies used in other appraisal proceedings by the CMB Defendants.

The Court cannot agree that Requests 14 and 15 are reasonably calculated to lead to

the discovery of admissible evidence on such a conjectural basis.

26. Valuing shares is no easy task. Often referred to as a “battle of the experts”

by courts, see, e.g., Dell, Inc. v. Global Event Driven Master Fund Ltd., 177 A.3d 1, 38

(Del. 2017), “an appraisal proceeding is a multifaceted, fact-specific inquiry,” Merion

Capital L.P. v. Lender Processing Servs., No. 9320-VCL, 2016 Del. Ch. LEXIS 189, at

*44 (Del. Ch. Dec. 16, 2016). The factors relevant to a court’s determination of fair

value “can vary from case to case depending on the nature of the company, the

overarching market dynamics, and the areas on which the parties focus.” Id.; see In

re PetSmart, Inc., No. 10782-VCS, 2017 Del. Ch. LEXIS 89, at *55 (Del. Ch. May 26,

2017) (“Every company is different; every merger is different.”). That the CMB

Defendants may have used different methodologies or strategies in valuing different

companies is thus a fact of little consequence here. This lawsuit concerns the fair

value of Defendants’ Reynolds common stock. Turning every inconsistency between

this case and any number of other appraisal actions into a mini-trial about the specific
factors and considerations relevant to the valuation of some other company will not

assist the Court in appraising Defendants’ shares. As such, the Court concludes that

Requests 14 and 15 are not reasonably calculated to lead to the discovery of

admissible evidence and that the information sought by these Requests is not

relevant under Rule 26.

D. Request 16

27. Request 16 seeks “Documents sufficient to show Defendants’ investment

policies, procedures, practices, investment guidelines, rules, goals or criteria for

investments or investment decisions[.]” (Pl.’s First Req. Produc. Docs. Directed All

Defs. 11.) Reynolds includes in this Request documents reflecting the following:

(a) statements of investment policy; (b) investment objectives or strategies;
(c) permissible investments by Defendants or on their behalf; (d) risk analyses
or risk evaluations relating to the purchase, holding or sale of any Securities
by Defendants or on their behalf; (e) Defendants’ risk tolerance with respect
to the purchase, holding or sale of any Securities; (f) the use of consultants,
advisers, money managers, brokers or other agents with respect to the
purchase, holding or sale of any Securities by Defendants or on their behalf;
(g) internal and external analysts used for the purpose of acquiring any
Securities and evaluating their performance; and (h) trading models,
including hedging and arbitrage procedures.

(Pl.’s First Req. Produc. Docs. Directed All Defs. 11.)

28. Reynolds contends that Request 16 seeks relevant information because

responsive documents may reveal inconsistencies between the CMB Defendants’

policies and the CMB Defendants’ proffered valuations. Reynolds suggests that such

inconsistencies would reflect on the CMB Defendants’ credibility and the cogency of

their valuations.
29. The CMB Defendants vehemently oppose Request 16, asserting that the

information sought by this Request is highly sensitive. They further contend that

even if Request 16 unearthed evidence showing that the CMB Defendants’

investment in and valuation of Reynolds common stock violated the CMB Defendants’

internal policies, that information does not weigh on the credibility of the CMB

Defendants’ experts or tell the Court anything about the value of their Reynolds

shares.

30. The Court is concerned by the breadth and nature of the documents Request

16 seeks, as well as the lack of any concrete connection between such documents and

the value of the CMB Defendants’ shares. Indeed, from the arguments advanced by

Reynolds in its Summary on this topic and on the October 24 videoconference call, it

is clear that Reynolds is not certain what, if any, inconsistent positions the CMB

Defendants’ policy documents may reveal. The argument appears to be that if the

CMB Defendants have policies that were pertinent to their Reynolds common stock,

and if those policies somehow dealt with value or valuation of shares, then the CMB

Defendants’ ownership of those shares may be evidence that the CMB Defendants

previously took a position on the value of those shares that is different than their

current position. This series of assumptions is too attenuated to allow Reynolds to

sift through highly sensitive, proprietary, and confidential documents in the hopes of

finding something that will, in all likelihood, be of little to no probative value when

compared to the large amount of information the Court must consider in valuing the

Reynolds common stock at issue. See Dworsky, 49 N.C. App. at 448, 271 S.E.2d at
524 (“While some relevant and material evidence may be contained in the file,

plaintiffs are not entitled to a fishing expedition to locate it.”). The Court therefore

concludes that Request 16 is not reasonably calculated to lead to the discovery of

admissible evidence and does not seek relevant information under Rule 26.

IV.

CONCLUSION

31. WHEREFORE, the Court, in the exercise of its discretion, hereby

ORDERS as follows:

a. The CMB Defendants shall produce to Reynolds documents responsive

to Request 7.

b. The CMB Defendants shall produce to Reynolds documents responsive

to Requests 8, 9(a), 13 and 20 but shall only be obligated to produce

documents responsive to these Requests that reflect a consideration of

the value of Reynolds securities.

c. The CMB Defendants shall not be required to respond to Requests 14,

15, or 16.

d. To the extent the CMB Defendants assert that any documents the Court

has ordered to be produced under Requests 7, 8, 9(a), 13, or 20 are

protected from disclosure by the attorney-client privilege or constitute

protected work product, such documents should be handled in the

manner described in the Amended Case Management Order entered by

the Court on April 10, 2018.
SO ORDERED, this the 7th day of November, 2018.

/s/ Louis A. Bledsoe, III
Louis A. Bledsoe, III
Chief Business Court Judge