Jones et al v. Bain Capital Private Equity et al

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF TENNESSEE
WESTERN DIVISION
JESSICA JONES, et al.,
Plaintiffs,
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No. 2:20-cv-02892-SHL-tmp	v.
VARSITY BRANDS, LLC, et al.,
Defendants.
ORDER GRANTING INDIRECT PURCHASER PLAINTIFFS’ UNOPPOSED MOTION
FOR APPROVAL OF SETTLEMENT ADMINISTRATOR FINAL REPORT
Before the Court is the Indirect Purchaser Plaintiffs Jessica Jones, Christina Lorenzen,
and Amy Coulson’s Notice of Unopposed Motion for Approval of Settlement Administrator
Final Report, filed November 26, 2025. (ECF No. 631.) On December 6, 2024, the Court
granted final approval of the Settlement worth $82,500,000 and Plaintiffs’ Plan of Allocation for
those funds. (ECF No. 628.) Thereafter, Settlement Administrator Angeion Group, LLC, began
to process claims from the class members. (See ECF No. 630-1.) 	Plaintiffs then filed a Notice
of Angeion’s Final Report Regarding Distribution of the Net Settlement Fund on September 17,
2025. (ECF No. 630.) Defendants Bain Capital Private Equity, LP; Charlesbank Capital
Partners, LLC; Jeff Webb; Varsity Spirit Fashion & Supplies, LLC; Varsity Brands, LLC; U.S.
All Star Federation Inc. (“USASF”); Varsity Spirit, LLC; Charlesbank Equity Fund VII, Limited
Partnership; Charlesbank Equity Fund VIII, Limited Partnership; Charlesbank Equity Fund IX,
Limited Partnership; Bain Capital Fund XII, L.P.; Bain Capital Fund (DE) XII, L.P.; and Bain
Capital Fund (Lux) XII, SCSp, (together, “Defendants”) do not oppose the motion. For the
reasons stated below, the Motion is GRANTED.
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Indirect Purchaser Plaintiffs brought an antitrust class action against Varsity1 (ECF Nos.
1; 576 (sealed) at PageID 33682–83), which was ultimately settled (ECF No. 625). The Court
approved the Settlement on December 6, 2024, including the Plan of Allocation, claim forms,
classes, and the schedule for State Law Damages Class members to submit claim forms. (ECF
No. 628.) The deadline for submitting claims was June 10, 2025. (ECF No. 631-1 at PageID
36523.)
According to the Declaration by Angeion Project Manager Bach-Viet Nguyen (ECF No.
630-1), Settlement Claims Administrator Angeion reviewed, audited, and processed 8,875 claims
from the State Law Damages Class members, 5,831 of which were ultimately deemed valid and
payable. (Id. at PageID 35977–78.) All claimants whose submissions were initially denied as
deficient were offered the opportunity to resubmit with an extended deadline of July 19, 2025.
(Id.)
The approved $82.5 million Settlement includes attorney’s fees of one-third of the Net
Settlement Fund, valued at $27,500,000, in addition to litigation costs of $7,450,156.47 and
service awards for Named Plaintiffs totaling $125,000. (Id. at PageID 35979.) The Settlement
Agreement further set aside up to $2.5 million of the Fund for settlement administration
purposes. (ECF No. 631-1 at PageID 36524.) As of July 31, 2025, however, only $526,135.46
had been spent, with another $17,964 reserved for additional expenses. At the time of the
Motion, the Settlement Fund had paid $244,000 in taxes and $3,600 in related fees, with another
$66,000 in taxes and $9,000 in related fees anticipated. (Id.) But even these expenses, taxes,
1 Plaintiffs define “Varsity” as the collective term to represent Varsity Brands, LLC;
Varsity Spirit, LLC; and Varsity Fashion & Supplies, LLC. (ECF No. 576 (sealed) at PageID
33680.)
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and fees “were entirely offset by the $1,060,293.33 in interest earned on the settlement fund.”
(Id.)
The remaining funds will be allocated to the State Law Damages Class on a pro rata and
proportional basis, amounting in total to $47,708,437.40. (ECF No. 630-1 at PageID 35978.)
The estimated average payment will be $8,181.86, with a high payment of $51,604.97 and a low
payment of $334.67. (Id. at PageID 35979.)
Indirect Purchaser Plaintiffs request (1) approval to distribute the Net Settlement Fund
allocations and authorization of distribution; (2) withholding $200,000 for unanticipated disputes
relating to the claims process and distribution of the Net Settlement Fund; (3) approval of
payment by the Net Settlement Fund, as a Qualified Settlement Fund, for taxes and related fees;
(4) approval of payment of fees and expenses for distribution of Net Settlement Fund; and (5) the
release and discharge of Class Counsel, Angeion, and all involved with reviewing, verifying,
tabulating, or any other aspect of processing claims (ECF No. 631-1 at PageID 36525–27.)
Based on Indirect Purchaser Plaintiffs’ representations, the Court finds that the
disbursement of Settlement funds is fair, adequate, reasonable, and in the best interests of the
Settlement Class Members. Accordingly, IT IS HEREBY ORDERED, ADJUDGED, AND
DECREED THAT:
1. 	The allocation determinations made by Angeion (ECF 630-1 at PageID 35979)
based on the Court-approved Plan of Allocation (ECF No. 628 at PageID 35953), as described in
the Nguyen Declaration, are hereby approved.
2. 	Distribution by Angeion to the State Law Damages Class members of their pro
rata share of the Net Settlement Fund, as proposed in the Plan of Allocation and paragraphs 13
and 14 of the Nguyen Declaration (ECF No. 630-1 at ¶¶ 13–14), is hereby approved.
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3. 	Payment of up to $322,600 for taxes and related fees owed by the Net Settlement
Fund, as a Qualified Settlement Fund, is hereby approved.
4. 	Withholding of $200,000 from the Net Settlement Fund to address any
unanticipated expenses or issues arising from the claims process and distribution of the Net
Settlement Fund is hereby approved.2
5. 	Payment of $544,099.46 to Angeion, consisting of $526,135.46 for outstanding
administrative expenses through July 31, 2025, and $17,964 for management of the distribution
process including printing of checks, postage, and the reissuance of checks, as needed, along
with any other duties deemed necessary to complete the distribution, is hereby approved.
6. 	No further claims received by Angeion shall be allowed.
7. 	Class Counsel, Angeion, and all persons who are involved in the review,
verification, calculation, tabulation or any other aspect of the process of the claims filed in this
action, or who are involved in such activities, are released and discharged from any liability for
claims arising out of the administration of the Net Settlement Fund.
8. 	All members of the State Law Damages Class, whether or not they are to receive
payment from the Net Settlement Fund, are barred from making any further claim against the Net
Settlement Fund beyond the amount allocated to them by the Settlement as approved by the
Court.
9. 	Class Counsel and Angeion are hereby authorized within two (2) years after the
distribution of the Settlement Fund to members of the State Law Damages Class with accepted
2 If there are funds remaining at the end of the process, Class Counsel must submit a
proposal for distributing those funds to the Court. (See ECF No. 631-1 at PageID 36526.)
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claims to discard: (i) paper or hard copies of Proof of Claim forms and related documents; and
(ii) electronic media or data.
10. 	The Court retains jurisdiction over any further application or matter which may
arise in connection with the administration of the Settlement.
IT IS SO ORDERED, this 12th day of February, 2026.
s/ Sheryl H. Lipman
SHERYL H. LIPMAN
CHIEF UNITED STATES DISTRICT JUDGE
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