You or someone in your family may have owned shares of Archon exchangeable redeemable preferred stock as of the close of business on August 31, 2007.  A lawsuit was brought that may affect you.  The lawsuit is titled Raider v Archon Corporation, et al., Case No. A-15-712113-B. Judge Mark R. Denton of the Eighth Judicial District in Clark County, Nevada is overseeing the case and has granted class certification.  The Court directed that the Notice Packet be sent to potential members of the Settlement Class because they have a right to know about a proposed Settlement of this class action lawsuit, and about all their options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement, the Claims Administrator will make the payments that the Settlement allows.

Archon sought to redeem its preferred stock at the close of business on August 31, 2007 at a redemption price of $5.241 per share.  A preferred shareholder whose name is Dan Raider filed a lawsuit (“Plaintiff”), on behalf of himself and most other Preferred shareholders, claiming that the redemption price should have been $8.69 per share.  Paul W. Lowden and Suzanne Lowden were also sued for breach of fiduciary duties as officers, directors and majority shareholders.  Other related claims were asserted against these defendants that were dismissed. Together Archon Corporation, Paul W. Lowden and Suzanne Lowden are defendants (“Defendants”).  The Defendants contested the case and denied all liability. The court allowed the case to proceed as a class action. There were two previous Federal Court lawsuits against Archon that were brought by other preferred shareholders. Archon lost those cases and the rulings were upheld on appeal.  The Court has ruled in this case that Defendants are bound by the prior decision of the Federal Court holding that Archon should have paid $8.69 per share when it redeemed the preferred shares.

In a class action, one person called a Class Representatives (in this case Dan Raider), sues on behalf of people who have similar claims (in this case other preferred shareholders, except those who have previously filed lawsuits or are a defendant). All persons with similar claims meeting the definition the judge gives are members of the Class, unless a class member chooses to exclude him or herself from the Class. The court allows for a class action in certain types of cases, because a class action allows for there to be one consistent decision regarding issues such as how much should have been paid per share to redeem the preferred stock.

In this case, both sides have agreed to the proposed Settlement. That way, they avoid the costs and risks of further litigation, a possible trial, and appeal(s). As explained in the Notice, Plaintiff and his attorneys think the proposed Settlement is best for all members of the Class.

You are a class member if you owned shares of Archon exchangeable redeemable preferred stock at the close of business on August 31, 2007, unless you have ever been an officer or director of Archon or a Party in one of four individual cases that have already resolved. Those four cases are: (1) D.E. Shaw et al. v Archon Corporation, United States District Court for the District of Nevada, Case No. 2:07-CV-01146-PMP-LRL, (2) Leeward, L.P. v Archon Corporation, United States District Court for the District of Nevada, Case No. 2:08-CV-00007-PMP-LRL, (3) Archon v. Jung and Megowen, District Court of Clark County Nevada, Case No. A-15-712853-C and (4) Haberkorn v. Archon Corporation, et al., District Court of Clark County, Nevada, Case No. A-16-732619-B.

Class Members who timely and validly request exclusion (opt out) from the Settlement Class pursuant to the instructions provided in the Notice are not included as a member of the class. Their rights are not affected and they will receive no share of the Settlement Fund.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator by calling, emailing, or writing to the Claims Administrator, JND Legal Administration, at 1-888-551-9712, info@ArchonPreferredClassAction.com, or Raider v. Archon Corporation, et al., c/o JND Legal P.O. Box 91332, Seattle, WA 98111, for more information.

Defendants have agreed to create a $9.2 million fund from which to reimburse preferred shareholders.  

In return, the Parties will agree to dismiss the Raider v. Archon lawsuit and all members of the Settlement Class who do not request exclusion from the Settlement Class agree to release, relinquish, and discharge all claims against the Defendants.

The proposed settlement provides for a Settlement Amount of $9,200,000 in cash. After payment of Plaintiff’s attorneys’ fees and reimbursement of costs, expenses, claims administration fees for costs and time of locating and paying shareholders, and an incentive award of up to $50,000 to Dan Raider, the remaining Settlement Amount will be distributed to the Authorized Claimants according to the following plan of allocation: 

First, any Archon preferred shareholders who have not received $5.241 for tendering their preferred shares who can be identified, located and substantiated through Proof of Claim or other reliable means will be paid $5.241 per share.  

Second, the remainder from the Settlement Amount will be divided evenly among the shares of all class members who are non-record holders of shares in street name and have submitted a timely and valid Proof of Claim and all class members who are record holders and who can be identified, located and substantiated through Proof of Claim or other reliable means including verified shareholder lists of record holders’ names, addresses and numbers of shares.  For non-record holders of shares in street name, the Proof of Claim will require additional documentation to substantiate ownership and number of shares so held.

Because payments will be calculated on a pro rata basis divided among those class members who submit a valid and timely Proof of Claim, it is impossible to know exactly how much additional money per share will be paid.

Claims which result in payment of less than $10 will be deemed to be de minimis and will not be issued.

To the extent that any amount of the Settlement Fund remains after the Claims Administrator has caused distributions to be made as outline in the Notice, whether by reason of uncashed distributions or otherwise, then, the remaining Settlement Fund will be subject to being escheat to the Treasurer of the State of Nevada.  No portion of the Settlement Fund will be returned to the Defendants.

To qualify for a payment, you must send in a valid Proof of Claim form and appropriate income tax withholding form. Additional copies of the Proof of Claim form can be printed or downloaded from the Important Documents page of this website. Sign and complete the Proof of Claim form, and include the required supporting documents or affidavit, and mail it so that it is received by the Claims Administrator no later than March 19, 2022. Any class member who fails to submit a Proof of Claim by such date shall be forever barred from receiving any distribution from the Settlement Fund (unless by order of the Court the deadline to submit a Proof of Claim is extended or such class member’s Proof of Claim is accepted), but all class members who do not exclude themselves shall be bound by the terms of the Settlement, including the releases and, thus, will be permanently barred and enjoined from bringing any action against any and all Defendants and released persons concerning any and all of the Plaintiffs’ Released Claims.

If the Settlement is approved, the Claims Administrator will complete the administration process and determine how much each Authorized Claimant is entitled to receive. This may take several months.

Unless you exclude yourself, you will remain a member of the Settlement Class, and that means you will permanently release all claims you might have regarding Archon preferred stock.

In addition, if you remain a member of the Settlement Class, all of the Court’s orders will apply to you and legally bind you.

To exclude yourself from the Settlement, you must send a letter by mail stating that you “request exclusion from the Archon Preferred Settlement Class.” In addition, be sure to include your name, address, daytime telephone number, email address, and if known, the number of preferred shares you owned as of the close of business on August 31, 2007.  Be sure to sign your letter. You must mail your exclusion request so that it is received by the Claims Administrator no later than January 18, 2022, at Raider v. Archon Corporation, et al., c/o JND Class Legal Administration, EXCLUSIONS, P.O. Box 91332, Seattle, WA 98111.

You cannot exclude yourself by telephone, by fax or by e-mail. If you ask to be excluded, you will not get any settlement payment, and you cannot object to the Settlement. You will not be legally bound by the terms or releases of the Settlement, and you will maintain the option to start your own individual lawsuit against Archon and/or the Lowdens relating to Archon preferred stock.

No. Unless you exclude yourself, you give up any rights to sue Archon and the Lowden defendants regardless of whether you have submitted a timely and valid Proof of Claim and regardless of whether you receive any payment. Remember, the exclusion deadline is January 18, 2022.

No. If you exclude yourself, you should not send in a Proof of Claim form and you will not be eligible to receive any money from this Settlement.

The Class is represented by Steven E. Goren, Kenneth Chadwell and Steven Parsons as Class Counsel to represent all class members. These lawyers are called Plaintiffs Class Counsel. You will not be separately charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

Plaintiffs Class Counsel are asking the Court to award attorneys’ fees from the Settlement Fund in an amount not to exceed $2,825,516 (slightly less than one third (1/3) of the Settlement Fund) and for reimbursement of their expenses and the costs and fees of the Claims Administrator. Counsel, without further notice to the Class, may subsequently apply to the Court for the expenses incurred in connection with administering and distributing the Settlement.  

The attorneys’ fees and expenses requested will be the only payment to Plaintiffs Class Counsel for their efforts in achieving the Settlement and for their risk in undertaking this representation on a wholly contingent basis. To date, Plaintiffs Class Counsel have not been paid for their services for conducting this litigation.

If you are a member of the Settlement Class, you can object to the Settlement or any of its terms. You may write to the Court setting out your objections. You may give reasons why you think the Court should not approve any or all of the Settlement terms or arrangements and submit any documentation you believe is appropriate. The Court will only consider your views if you file a proper objection within the deadline identified and according to the following procedures.

To object, you must send a signed letter or other court submission stating that you object to the proposed Settlement. All objections should reference the action Raider v. Archon Corporation et al., Case No. A-15-712113-B.  You must include your name, address, telephone number, and your signature.  If represented by counsel, you should include his/her address and phone number.  You must attach your timely proof of claim form and proof you held Archon preferred shares at the close of business on August 31, 2007 and the number of shares owned. State the reasons why you object to the Settlement. Your objection must be actually received, not merely postmarked, on or before January 18, 2022.

Send your objection to the Court with and serve copies to Plaintiffs Class Counsel and Defendants’ counsel:

Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself, you cannot object because you are no longer a Settlement Class Member and the case no longer affects you.

The Court will hold a Settlement Hearing at 9:00 a.m. on March 14, 2022 at the Regional Justice Center, 200 Lewis Avenue, Las Vegas, Nevada 89101, Department XIII. At this hearing, the Court will consider whether the Settlement is fair, reasonable and adequate. At the Settlement Hearing, the Court also will consider the proposed Plan of Allocation for the proceeds of the Settlement and the application of Plaintiffs Class Counsel for attorneys’ fees, reimbursement of expenses, and request for incentive awards for Dan Raider. The Court will take into consideration any written objections. The Court may change the date and time of the Settlement Hearing. Please check with the Court before coming to be sure that the date and/or time has not changed.

No. Plaintiffs Class Counsel will answer questions the Court may have, but you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you filed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but attendance is not mandatory. Members of the Settlement Class do not need to appear at the hearing or take any other action to indicate their approval.

If you object to the Settlement, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection a written notice of your intention to come to the hearing and request to be heard. Members of the Settlement Class who intend to object to the Settlement, the Plan of Allocation, Plaintiff’s Counsel’s application for an award of attorneys’ fees and reimbursement of expenses, or Dan Raider’s request for incentive award, and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they propose to call to testify and any exhibits they intend to offer into evidence at the Settlement Hearing. You cannot speak at the hearing if you excluded yourself from the Settlement Class or if you have not provided written notice of your intention to speak at the Settlement Hearing by the deadline of January 18, 2022.

If you do nothing, you will be forever barred from receiving any payments from the Settlement, you will be bound by the provisions of the Settlement and all releases, proceedings, determinations, orders and judgments, and you will be barred from participating in any other lawsuit against Defendants about the claims being released in the Settlement. 

The Notice summarizes the proposed Settlement. You may obtain the Settlement Agreement by visiting the website www.ArchonPreferredClassAction.com to obtain information and forms. If you have other questions or concerns, you may call 1-888-551-9712 or email info@ArchonPreferredClassAction.com.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE.