This section contains the nature of the case and procedural background.

Washington Prime Group, LLC (Company) owns, develops, and manages shopping centers. The company was a publicly traded Indiana corporation. Ps purchased common and preferred stock. In fall 2020, the Company announced that it was negotiating with the holders of its unsecured senior notes. Strategic Value Partners, LLC (SVP) acquired a majority of the Senior Notes. The Company's next regular payment was due in February 20211, but it announced that it had elected to withhold the payment. The Company entered into a restructuring agreement with SVP and other creditors. The agreement contemplated a Chapter 11 filing with a plan of reorganization sponsored by SVP. Three days later, the Company filed for bankruptcy. A group of preferred stockholders that included some of the plaintiffs formed an ad hoc committee to challenge the plan. A group of preferred stockholders that included some of the plaintiffs formed an ad hoc committee to challenge the plan. They obtained some improvements, as did an official committee of equity holders. The Company became a privately held Delaware limited liability company. SVP controlled the firm with 87% of its equity. The former holders of the Company's preferred and common equity received 9% of its equity (Minority Unitholders). Other former creditors received the rest. The Company was governed by its limited liability company agreement. There is a board of managers (Board). The Board had the authority to direct the 'business and affairs of the Company' and 'direct the officers of the Company.' Id. § 6.1(a). The Board had five members who had to be Owners other than SVP and its Affiliates. There had to be one 'Independent Manager.' The LLC Agreement defines the Company's member interests as 'Shares.' There are three series of Shares: Series A-1 Shares, Series B-1 Shares, and Series C-1 Shares. The Minority Unitholders received Shares in the form of Stapled Units comprising one share from each series. Ps received 1,246,724 Stapled Units. The LLC Agreement stated that 'neither SVP nor its Affiliates shall engage in any Transfer or other transaction to acquire (or otherwise squeeze out) all of the outstanding Shares ('Squeeze-Out') without approval as a Specified Approval.' Specified Approval could be from 'the majority of the Independent Managers (whether or not acting as a Board Committee of Independent Managers)' (Manager Approval). The other is approval from 'a majority of the votes cast on the matter by Members other than SVP' (Minority Approval). Section 6.5 of the LLC Agreement (Challenge Right) places additional restrictions on SVP's ability to engage in a Squeeze-Out for eighteen months after the Company emerged from bankruptcy. The Challenge Right does not apply if (i) the Minority Unitholders' stake has fallen below 2.5% or (ii) the Squeeze-Out receives either Minority Approval or approval from the Minority Approved Independent Manager. The Challenge Right does not apply if (i) the Minority Unitholders' stake has fallen below 2.5% or (ii) the Squeeze-Out receives either Minority Approval or approval from the Minority Approved Independent Manager. The LLC Agreement defines the 'Minority Approved Independent Manager' as 'the Manager designated as such on Schedule IV, together with any replacement or successor Manager approved by a Majority of the Minority Vote.' Schedule IV identifies Reid as the initial Minority Approved Independent Manager. Ps allege that Reid makes his living by advising private equity funds and high-net-worth individuals on real estate investments. They maintain that because his livelihood depends on good relations with investors like SVP, he will go along with what SVP wants. The LLC Agreement does not contain any means for the Minority Unitholders to remove or replace any manager, including the Minority Approved Independent Manager. Only SVP has the authority to remove and replace managers, which it can do 'with or without cause and for any reason or no reason at any time.' Nineteen days after the Company emerged from bankruptcy, SVP launched a tender offer to purchase the Stapled Units (Tender Offer) for $25.75 in cash per Stapled Unit, which would shrink to $25.00 in cash after the specified date. The Tender Offer sought to acquire up to 7,103,819 Stapled Units but had sole discretion to purchase more. SVP acknowledged that the Tender Offer could be 'considered a 'Squeeze-Out' as defined in the [LLC Agreement]' and disclosed that risk in the Offer to Purchase. SVP did not obtain Specified Approval before proceeding with the Tender Offer. SVP also did not engage in the notice process contemplated by the Challenge Right. SVP and the Board did not make any recommendation, but SVP disclosed that the consideration might not reflect fair value. No one provided any financial information to the Minority Unitholders. After the Tender Offer closed, Shikar Partab (P) wanted to contact Reid (the Minority Approved Independent Manager) and was told that Reid was not required to communicate with him. Through a disclosure dated June 7, 2022, the Company informed the Minority Unitholders that each of their Stapled Units had been converted into the right to receive $27.25 in cash, without interest and with no right to an appraisal. That was the first time the Minority Unitholders heard about the Squeeze-Out Merger. SVP provided the Company with a proposal for the Squeeze-Out Merger on February 2, 2022, less than two months after the Tender Offer closed and only three and a half months after the Company emerged from bankruptcy. The Board created a special committee by designating Reid as the sole member. Reid received a fairness opinion from Jones Lang LaSalle Securities LLC ('JLLS'), but the Disclosure Documents did not include the opinion or provide a fair summary of its contents. The Complaint alleges that the Board Chair-Hawkins-previously worked for fourteen years at JLLS and has a son who is an executive vice president there. Although Hawkins is an Independent Director, he was not on the committee. The consideration provided in the Squeeze-Out Merger was $27.25 in cash. The Disclosure Documents asserted that because Reid approved the Squeeze-Out Merger, the Challenge Right did not apply. Partab (P) sought additional information from Company counsel. A lawyer responded with five sentences that did not answer Partab's (P) questions and added nothing to the Disclosure Documents. Cygnus Capital, Inc. (P) formally demanded information about the Squeeze-Out Merger. The Company rejected the demand on the grounds that after the Squeeze-Out Merger, Cygnus no longer owned any interest in the Company and had no informational rights. After receiving the Company's annual report, Partab (P) emailed two Company officers with questions. He received no response. P filed the Complaint claiming the Squeeze-Out Merger dramatically undervalued the Stapled Units. Ps provided information that the shares were worth $76 to 87 per Stapled Unit, with a square foot valuation at $60, and with $120 for replacement. Ps contend that Ds (Officers) breached their fiduciary duties as officers by failing to provide the Minority Unitholders with material information in connection with the Tender Offer and the Squeeze-Out Merger and by altering the Company's financial statements. Ds moved to dismiss the complaint.

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