Case Document 747 Filed 02/13/19 Page 1 of 17 PageID 20976 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF WEST VIRGINIA THE KAY COMPANY, LLC, WILLIAM CATHER, Trustee of Diana Goff Cather Trusts, and JAMES E. HAMRIC and all other persons and entities similarly situated, Plaintiffs, v. Case No. Honorable John Preston Bailey EQT PRODUCTION COMPANY, a corporation; EQT CORPORATION, a corporation; EQT ENERGY, LLC, a Delaware limited liability company; EQT INVESTMENTS HOLDINGS, LLC, a Delaware limited liability company, EQT GATHERING, LLC, a Delaware limited liability company; and EQT MIDSTREAM PARTNERS, LP, a Delaware limited partnership, Defendants. ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT, APPROVING NOTICE EXPERT AND ADMINISTRATOR, APPROVING NOTICE PLAN AND NOTICE, PROVIDING A SCHEDULING ORDER FOR NOTICE AND DEADLINES FOR EXCLUSIONS AND OBJECTIONS, DIRECTING NOTICE TO THE CLASS AND SETTING DATE FOR FINAL FAIRNESS HEARING Pending before the Court is Plaintiffs? Motion for preliminary approval of Settlement Agreement, and motion to approve and appoint the existing class notice expert and class administrator as settlement class notice expert and settlement administrator, to approve the notice plan and notice prepared and submitted by the settlement notice expert directing notice to be provided to the class pursuant to the above plan by the Settlement Class Administrator and for the Court to schedule dates and deadlines for completing the notice program by the settlement class Case Document 747 Filed 02/13/19 Page 2 of 17 PageID 20977 administrator, the deadline for class members to ?le notice of exclusion (opt-outs) and the form and content of said exclusion notice, (0) dates and deadline for class members to ?le any objections to the settlement agreement and the form and content of same and to set a date and time for the Final Fairness Hearing with regards to the ?nal approval of the settlement agreement and other deadlines and matters relating to the above class action litigation. Defendants, having reviewed plaintiffs? motions regarding preliminary approval and for scheduling, represent that they have no objections thereto. The Litigation and Settlement Negotiations 1. On January 16, 2013, Plaintiff Class Representatives, by counsel ?led their Complaint in Civil Action No. l3-C-2 in the Circuit Court of Doddridge County, West Virginia, against the EQT Defendants seeking, among other things, damages for alleged improper deductions of post-production expenses from their royalty payments and damages for breach of lease agreements, alleged breach of ?duciary duty, alleged fraud, alleged violations of the ?at rate royalty statute (W. Va. Code 22-6-8) and the West Virginia Consumer Credit and Protection Act (W. Va. Code 46A-6-101, et seq.), and for punitive damages, all related to the alleged improper payment of royalties. 2. EQT removed this case to the United States District Court for the Northern District of West Virginia on May 31, 2013, as Civil Action No. and ?led its answer and asserted af?rmative defenses denying liability. 3. Plaintiff Class Representatives ?led their Amended Complaint on May 9, 2014, adding various allegations, to which EQT ?led another answer and asserted af?rmative defenses denying liability. 4. After class discovery, the plaintiffs ?led their motion for class certi?cation on September 30, 2016, which the defendants opposed. After brie?ng by all Parties, the Court found 2 Case Document 747 Filed 02/13/19 Page 3 of 17 PageID 20978 a class action appropriate under F.R.C.P. 23(b)(3) and ordered that the following class be certi?ed as a F.R.C.P. Rule 23(b)(3) class action on September 6, 2017.1 WHEREAS, the Court therefore certi?ed the following classes: All EQT natural gas lessors that received or were due to be paid royalties from defendants and production or sale of natural gas which was produced within the boundaries of the State of West Virginia from their natural gas or mineral estates during the period beginning after December 8, 2008, and extending to the present (during any time within their leasehold period.) (See exception below.) Subclass A - All EQT natural gas lessors with ?at rate leases converted by operation of W. Va. Code, 22?6-8 and that received or were due to be paid royalties from defendants and production or sale of natural gas which was produced within the boundaries of the State of West Virginia from their estates during the period beginning after December 8, 2008, and extending to the present (during any time within their leasehold period.) Subclass All EQT natural gas lessors that received or were due to be paid royalties from defendants and production or sale of natural gas which was produced within the boundaries of the State of West Virginia from their estates during the period beginning after December 8, 2008, and extending to the present (during any time within their leasehold period,) and whose leases do not permit the deduction of post- production expenses under Tawney, except for those lessors holding ?at rate leases converted according to W. Va. Code, ?22-6-8. Subclass - All EQT natural gas lessors that received or were due to be paid royalties from defendants and production or sale of natural gas which was produced within the boundaries of the State of West Virginia from their estates during the period beginning after December 8, 2008, and extending to the present There was excepted from this class those lessors whose lease interests were acquired by EQT in purchases of stock, mergers or asset purchases of Stone Energy, Republic Energy, Trans Energy, and Statoil as set forth more speci?cally in the transactions set forth below: a. Purchase and Sale Agreement by and between Statoil USA Onshore Properties, Inc., as seller, and EQT Production Company, as buyer, dated April 20, 2016. b. Purchase and Sale Agreement by and among Republic Energy Ventures, LLC, Republic Partners VI, LP, Republic Partners V11, LLC, Republic Partners LLC, and Republic Energy Operating, LLC, collectively as sellers, and EQT Production Company, as buyer, dated October 24, 2016. c. Agreement and Plan of Merger by and among Trans Energy, Inc., EQT Corporation, and WV Merger Sub, Inc., dated October 24, 2016. d. Purchase and Sale Agreement by and between Stone Energy Corporation, as seller, EQT Production Company, as buyer, and EQT Corporation, as buyer parent, dated February 9, 2017. Therefore, the notice will not be sent to those lessors and the published notice and the website will clearly state that the lessors of the above acquired leases are not members of this class. Case Document 747 Filed 02/13/19 Page 4 of 17 PageID 20979 (during any time within their leasehold period,) and whose leases do permit the deduction of postproduction expenses under Tawney, except for those lessors holding ?at rate leases converted according to W. Va. Code, ?22-6-8. There would be excepted from the class the of?cers and agents of any defendant or subsidiary of any defendant named in this lawsuit or any lawsuit involving the same or similar claims as those alleged in this lawsuit; any attorney for any such defendant; any attorney for any plaintiff in this lawsuit or in any lawsuit involving the same or similar claims as those alleged in this lawsuit against any such defendant; and any judicial of?cer who presides over this lawsuit or over any other lawsuit involving the same or similar claims as those alleged in this lawsuit against any such defendant. 5. The Court certi?ed the class and appointed Marvin W. Masters and the Masters Law Firm LC and Michael W. Carey and the law ?rm of Carey, Scott, Douglas Kessler, PLLC as Class Counsel and appointed the individual plaintiffs, The Kay Company, LLC, William Cather, Trustee of Diana Goff Cather Trusts and James E. Hamric, as class representatives for and on behalf of the Class. 6. The Parties engaged in exhaustive discovery over the ?ve (5) years of litigation up to and including the conclusion of expert depositions on November 20, 2018.2 7. The trial of this case was scheduled to begin on November 27, 2018. All pretrial motions were ?led, briefed and ruled upon by the date of the Pretrial Conference and Hearing on November 15, 2018, including Defendants? Motions for Summary Judgement ?led in August 2018. 8. The parties began preliminary discussions with respect to settlement after the Court ruled on pretrial motions at the pretrial in Wheeling, West Virginia on November 15, 2018.3 Thereafter the parties scheduled a formal mediation in Pittsburgh, to occur on November 19, 2018, before Joseph Selep, an experienced trial counsel and mediator of civil 3 As noted in the of?cial comments to the 2018 amendment to Rule ?the nature and amount of discovery in this or other cases, or the actual outcomes of other cases, may indicate whether counsel negotiating on behalf of the class had an adequate information base." Comments, (B) (2018). 5 The Court reserved ruling on certain motions including admissibility of some of defendants? expert testimony. 4 Case Document 747 Filed 02/13/19 Page 5 of 17 PageID 20980 actions.4 That mediation failed to resolve the case. However, the parties continued to mediate through the mediator from day to day with the trial to begin on Tuesday, November 27, 2018. The parties reached a tentative settlement on some of the important terms on November 23, 2018, and informed the Court through the mediator. The Court then continued the trial to December 17, 201 8. The Parties continued to mediate with the mediator until Monday, December 10, 2018, when they con?rmed additional terms and agreement as to the ?Settlement Terms? signed by counsel of all Parties. The parties then undertook negotiations with respect to a ?nal settlement agreement. Mediation, therefore, continued from day to day, including mediation at of?ces in Wheeling, West Virginia and at the United States District Court in Wheeling in December with the Final Settlement Agreement terms being agreed to and signed by counsel for all parties on January 30, 2019. Settlement is Preliminarily Fair, Reasonable, and Adequate Judicial approval of settlements is necessary to ensure that the rights of absent class members are adequately protected. In re Ji?jz Lube Sec. Ling, 927 F.2d 155 (4"1 Cir. 1991). Courts apply a two-step approach to the settlement approval process. Smith v. Res-Care. Inc, 2015 WL 6479658 (S.D.W. Va. Oct. 27, 20l58); Horton v. Merrill Pierce, Fenner Smith, Inc, 855 F. Supp. 2d 825, 827 (E.D.N.C. 1994). In the ?rst step, preliminary approval, the Court reviews the proposed settlement for obvious de?ciencies, schedules a fairness hearing and provides the Class with notice of the proposed settlement and hearing. In the second step, the Court considers ?nal approval of the proposed settlement at a formal fairness hearing during which arguments and evidence may be presented in support of and in opposition to the settlement. 1d. At the later fairness hearing, the Court will be asked to consider, in an in-depth fashion, whether the proposed settlement is fair, reasonable and adequate. Smith, 2015 WL 6479658 at 4 As?also noted in the of?cial comments to the 2018 amendment to Rule ?the involvement of a neutral or court- af?liated mediator or facilitator in those negotiations may bear on whether they were conducted in a manner that would protect and further the class interests." Comments, (B) (2018). 5 Case Document 747 Filed 02/13/19 Page 6 of 17 PageID 20981 Because many Circuits have established lists of numerous factors that may be relevant to determining whether a class settlement is fair, reasonable, and adequate?some or many of which ?may not be relevant to a particular case or settlement proposal" and, therefore, create the potential for ?distracting attention from the central concerns that inform the settlement-review process"- amendments to Rule 23(e), which were effective on December I, 2018, ?directs the parties to present the settlement to the Court in terms of a shorter list of core concerns, by focusing on the primary procedural consideration and substantive qualities that should always matter to the decision whether to approve the proposal.? Comments, Fed.R.Civ.P. 23(e)(2) (2018). See also In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, Civil Action No. 05-MD-1720 (MKB) (JO), 2019 WL 359981, at ?12-26 (E.D.N.Y. January 28, 2019) (Brodie, .). Rule 23(e), as amended, provides in pertinent part: (2) Approval of the Proposal. If the proposal would bind class members, the court may approve it only after a hearing and only on ?nding that it is fair, reasonable, and adequate after considering whether: (A) the class representatives and class counsel have adequately represented the class;5 (B) the proposal was negotiated at arm?s length; (C) the relief provided for the class is adequate, taking into account: the costs, risks, and delay of trial and appeal; (ii) the effectiveness of any proposed method of distributing relief to the class, including the method of processing class-member claims; the terms of any preposed award of attorney?s fees, including timing of payment; and (iv) any agreement required to be identi?ed under Rule and 5 As noted in the of?cial comments to the 2018 amendment to Rule ?[ijf the court has appointed class counsel or interim class counsel, it will have made an initial evaluation of counsel?s capacities and experience. But the focus at this point is on the actual performance of counsel acting on behalf of the class." Comments. Fed.R.Civ.P. (B) (2018). 6 Case Document 747 Filed 02/13/19 Page 7 of 17 PageID 20982 (D) the proposal treats class members equitably relative to each other.6 (3) Identifying Agreements. The parties seeking approval must ?le a statement identifying any agreement made in connection with the proposal. (4) New Opportunity to be Excluded. If the class action was previously certi?ed under Rule 23(b)(8 the courtmay re?Jse to approve a settlement unless it affords a new opportunity to request exclusron to class members who had an earlier opportunity to request exclusion but did not do so. Fed.R.Civ.P. 23(e) (2018) (bolded-only emphases added; footnotes added). Applying the above factors, the Court ?nds preliminarily that the settlement is fair, reasonable, and adequate. More speci?cally, the Court ?nds that the class representatives and class counsel have adequately represented the class. As previously found by this Court, the experience of counsel in the area of class litigation is signi?cant, including experience with regard to class action litigation related to oil and gas lessors? various leases and the payment of royalty in the subject jurisdiction of West Virginia. In addition to all of the ?ndings set forth in this regard in the Court?s order (Doc 400) certifying a class action for litigation purposes, the Court additionally notes that since such certi?cation, class counsel have vigorously and thoroughly prosecuted this action by engaging in substantial and extensive discovery and by ?ling numerous motions, both procedural and substantive, as well as defending numerous such motions ?led by the defendants. Discovery in this case was enormous and thorough, examining defendants? monetary deductions, costs, and expenses, and the defendants? background and history related to paying royalty. Class counsel and class representatives were fully prepared to try the case when it settled. As noted in the of?cial comments to the 2018 amendment to Rule ?the nature and amount of Because many Circuits have established lists of numerous factors that may be relevant to determining whether a class settlement is fair, reasonable, and adequate--some or many of which ?may not be relevant to a particular case or settlement proposal" and, therefore, create the potential for ?distracting attention from the central concerns that inform the settlement-review process"?the 2018 amendment to Rule 23(e)(2) ?directs the parties to present the settlement to the court in terms of a shorter list of core concerns, by focusing on the primary procedural considerations and substantive qualities that should always matter to the decision whether to approve the proposal." Comments, Fed.R.Civ-P. 23(e)(2) (2018). 7 Case Document 747 Filed 02/13/19 Page 8 of 17 PageID 20983 discovery in this or other cases, or the actual outcomes of the cases, may indicate whether counsel negotiating on behalf of the class had an adequate information base." Comments, (B) (2018). The Court also ?nds that the settlement proposal was negotiated at arm?s length. Negotiations did not occur in this case until after the case was prepared and ready for trial. When negotiations did occur, they were formal through mediation with an experienced mediator and constant, day to day, over two months prior to the parties reaching a ?nal Settlement Agreement. The parties began preliminary discussions with respect to settlement after the Court ruled on pretrial motions both before and at the pretrial conference held in Wheeling, West Virginia on November IS, 2018.7 Thereafter the parties scheduled a formal mediation in Pittsburgh, to occur on November 19, 2018, before Joe Selep, an experienced trial counsel and mediator of civil actions. The mediation failed to resolve the case at that time. However, the parties continued to mediate through the mediator from day to day with the trial to begin on Tuesday, November 27, 2018. The parties reached a tentative settlement on some of the important terms on November 23, 2018, and informed the Court through the mediator. The Court then continued the trial to December 17, 2018. The partied continued to mediate with the mediator until Monday, December 10, 2018, when they con?rmed additional terms and agreement as to the ?Settlement Terms? signed by counsel of all parties. The parties then undertook negotiations with respect to the Final Settlement Agreement. Mediation, therefore, continued from day to day, including mediation at of?ces in Wheeling, West Virginia and at the United Stated District Court in Wheeling in December with the Final Settlement Agreement being agreed to and signed by counsel for all parties on January 30, 2019. 7 The Court reserved ruling on certain motions including admissibility of some of defendants' expert testimony. 8 Case Document 747 Filed 02/13/19 Page 9 of 17 PageID 20984 As such, the proposed settlement was reached through arm?s length negotiations and was not collusive. In this regard, the Court notes that where a proposed settlement was preceded by a period of adversarial litigation involving substantial discovery, Courts are likely to conclude that settlement negotiations occurred at arm?s length. Courts also ?nd an absence of collusion when settlement negotiations are conducted by a third party. Rubestein, 4 Newburg on Class Actions ?13z14(5?1 As also noted in the of?cial comments to the 2018 amendment to Rule ?the involvement of a neutral or court-af?liated mediator or facilitator in those negotiations may bear on whether they were conducted in a manner that would protect and further the class interests.? Comments, (B) (2018). Furthermore, the Court preliminarily ?nds that the relief provided for the class is adequate taking into account the substantive factors set forth in Rule First, Class counsel have considered the costs, risks and delay of trial and appeal in determining the fairness, adequacy and reasonableness of the proposed settlement. Rule (2018). See also Hoskins v. AB Resources, LLC, 2014 WL 12755817 (US Dist. Ct. N.D.W. Va. 2014); Seizone Products Liability Litigation, 231 F.R.D. 221, 243-245 (US Dist. Court S.D. 2005); Smith v. Res-Care. Inc, 2015 WL 6479658 at (US Dist. Ct. S.D. (2015); Jiffy Lube Securities Litigation, 927 F.2d 155, 158-159 (4th Cir. 1991). More speci?cally, the settlement takes into consideration the relative strength of the plaintiffs' case on the merits, as all of defendants? motions had been ruled upon prior to negotiation. Therefore, the were well known. The defendants? defenses which plaintiffs may encounter in trial and appeal of the case were taken into consideration. There have been numerous court rulings in similar litigation in West Virginia potentially related to issues in the case. There were factual differences with respect to the liability and damages in the case. While plaintiffs believe their position to be strong, they are experienced litigators and know of the 9 Case Document 747 Filed 02/13/19 Page 10 of 17 PageID 20985 uncertainty in the ultimate outcome of litigation at both the trial level and the appellate level. The costs extended in discovery and preparing for trial were extensive given the circumstances, as the record re?ects. The potential going forward was a trial that would have lasted three weeks or more and subsequently there would be appeals from any verdict. From an appeal there exists potential for a retrial and/or changes to the amount or extent of compensation. Therefore, there exists a threat of a lesser outcome at trial or from an appeal or subsequent trial. Additionally, any appeal would involve complex legal and factual issues and, therefore, likely would take months to a year to be concluded with the possibility of a retrial being ordered which would ?irther delay the resolution of this litigation and the receipt of any compensation to which the class members might ultimately be entitled. While there is no known threat of insolvency, the defendants have agreed to fund the class settlement for substantial money which must be taken into consideration. See id. Second, as to the effectiveness of the proposed method of distributing relief to the class, including the method of processing class-member claims, the Court preliminarily notes that the plaintiffs have requested and the Court approves the reappointment of Chuck Smith and John Jenkins, and the accounting ?rm, Smith Cochran Hicks, PLLC, as the Class Administrator. Such individuals and the ?rm have extensive experience in regard to the handling and processing of class claims and the distribution of relief to the class. The Court will receive and/or hear further information and evidence concerning these matters and their effectiveness at the ?nal approval hearing before granting such ?nal approval. Fed.R.Civ.P. (2018). Third, as to the terms of any proposed award of attorney?s fees, including timing of payment, the Court notes that Class Counsel agreed to a one-third contingency fee with recovery of costs in representing the class representatives and the class. Class Counsel therefore requests recovery of a contingency fee of one-third of recovery for the class to be paid from Settlement Funds and applied proportionately. The compensation to Class Counsel and incentive awards to 10 Case Document 747 Filed 02/13/19 Page 11 of 17 PageID 20986 class representatives will be heard at the Final Hearing for approval of the settlement after the Court is provided with motions and objections pursuant to Fed.R.Civ.P. 23(h) See Fed.R.Civ.P. (2018). Appointment of Notice Expert and Administrator The Court has previously approved Shannon R. Wheatman as Class Notice Expert (Doc 497) and directed notice be sent to the class after class certi?cation (Doc 400). The Court also appointed the Class Administrator to send notice to the class as ordered pursuant to the approved notice plan. Pursuant to FRCP 23(c) plaintiffs request that Court to reappoint Shannon R. Wheatman and Kinsella Media, LLC and (2) reappoint Chuck Smith and John Jenkins, and the accounting ?rm, Smith Cochran Hicks, PLLC, as the Class Administrator for the purpose of providing notice and information to the class concerning the settlement as ordered by the Court and as set forth in the notice plan. For reasons as stated herein, the Court Orders that Shannon Wheatman is re-appointed as Class Notice Expert and further re-appoints Chuck Smith and John Jenkins, and the accounting ?rm, Smith Cochran Hicks, PLLC, as the Class Administrator. Further, Plaintiffs request the Court to approve the class settlement notice plan proposed by Shannon R. Wheatman, President of Kinsella Media, experienced experts in designing and implementing notices and programs for class actions pursuant to FRCP 23. See previously ?led under seal Declaration of Shannon Wheatman, Ex. B, B-1, 2, 3, and 4, describing and explaining the form of notice, content thereof and communication plan, both mail and publication. The Court has reviwed the notice plan and the notice as proposed and ?nds that the plan and notice satis?es the requirements for notice and that the notice and plan represent the best notice practicable under the circumstances. 11 Case Document 747 Filed 02/13/19 Page 12 of 17 PageID 20987 F.R.C.P. 23(0) requires that the notice for the subject class action provide the best notice practicable under the circumstances. Ame/rem Products, Inc. v. Windsor, 521 US 591, 593 (1997). Individual notices should be provided to all members who can be identi?ed through reasonable effort. Efsen v. Carlisle and Jae-quell?, 94 S. Ct. 2140 (1974). Phillips Petroleum Co. v. Shutts, 70 S. Ct. 876 (1985). The subject notice plan provides for notice by mail to all members of the class who are known. Since defendants have the names and addresses of the class members, notice will be sent by United States Mail to all known lessors who are Class members. The defendants have previously provided the Class Administrator, subject to protective order, with the names, addresses, payment databases, and social security numbers of the lessors in order to provide for the previous Notice to the Class. Since there will be post certi?cation changes in ownership of lessors by various means, including descent and distributions, sale and assignment, defendants will, within 10 days of the date of the order, provide an updated database, including, any new names, addresses or other data including social security numbers for the Class subject to a protective order. In addition, the Class will be provided notice by publication in neWSpapers across the State of West Virginia by Earned Media, wherein a nationwide press release will be distributed on PR. Newswire?s news circuit reaching approximately 15,000 print and online media outlets and more than 5,400 websites, databases and online services. A nationwide press release is also being utilized to reach out-of-state lessors. Prior to mailing the notices, the addresses will be checked against the National Change of Address database, which is maintained by the United States Postal Service In order to ensure the most accurate mailings possible, the Claims Administrator will certify addresses via the Coding Accuracy Support System, and verify them through Delivery Point Validation. Additionally, if available, the social security numbers of former leaseholders will be checked against the Social Security Index which is maintained by the Social Security 12 Case Document 747 Filed 02/13/19 Page 13 of 17 PageID 20988 Administration. An heir search will be done for any former leaseholder who is deceased.8 Notices which are returned will be re-mailed and if not delivered, will be ?irther searched through a third- party vendor. Further, a settlement website will be updated at the URL to enable potential Class Members to get information about the settlement. A toll free number will be updated allowing Class Members to call and request that a Settlement Notice be mailed to them or listen to frequently asked questions. A post of?ce box will also be established to receive Class Member requests for exclusion, as well as request for Long Form Notice or other information. The Court orders that the costs of preparing, printing, publishing, mailing and otherwise disseminating the notice shall be paid as Administrative Expenses from the EQT Guaranteed Settlement Fund in accordance with the Settlement Agreement. The Court ?nds that the Notices and Notice Plan, as set forth in the previously ?led under seal Ex. satis?y the requirement of FRCP 23 and the due process requirements for the class. The Court re-appointed the administrator, Chuck Smith and the ?rm of Smith Cochran and Hicks, PLLC as the Settlement Class Action Notice Administrator, to mail the notices and assure publication is performed pursuant to the Court?s order and the notice plan. Also, with approval of the court, the administrator will install and manage a website for the Class Action and its members and will communicate when required, as permitted by the Court?s orders and the approved notice. The Court further orders EQT Defendants to provide to the Notice Administrator such lessor information as described above requested for use in implementing the Notice Program, including physical addresses and social security numbers (under seal) all of which are to be 3 The deceased?s name and address will be used to search a third?party address locator service for other individuals that lived at the same address at any time with the deceased. l3 Case Document 747 Filed 02/13/19 Page 14 of 17 PageID 20989 handled by the Notice Administrator as con?dential in accordance with the Court?s prior protective orders. Smith Cochran Hicks? Settlement Administrator?s responsibilities shall include, but not be limited to the following: establishing a post of?ce box and toll-free phone number for purposes of communicating with Class Members; establishing and maintaining a website for purposes of posting the Notices, the Settlement Agreement and related documents, for communicating with the Class and for claims processing in accordance with the Settlement Agreement; accepting and maintaining documents sent from Class Members, including Claim Forms and other documents relating to claims administration; and evaluating and administering claims for the allocation of the settlement funds among Class Members. The costs of administering the settlement shall be paid as Administrative Expenses from the ?Jnds contributed in accordance with the Settlement Agreement. The Class Administrator shall complete notice to the class by March 15, 2019. Opt?Outs from Settlement Class. Class members who wish to be excluded (opt out) from the Settlement Class shall mail a written request for exclusion to the Settlement Administrator, so that it is postmarked no later than May 17, 2019. In order to constitute a valid Opt Out, a class member must af?rmatively state that the class member intends to Opt Out and to be excluded from the Settlement Class, and then personally sign the form. The written request form also will contain the class member's printed name, address, telephone number, and email address (if any). Valid Opt-Outs will not be bound by the Settlement Agreement, or the Final Approval Order. Within seven days of receipt, the Settlement Administrator shall provide copies of each notice of exclusion to Settlement Class Counsel and Counsel for the Defendants. Any class member who does not properly and timely mail a notice of exclusion as set forth in the Paragraphs above shall Case Document 747 Filed 02/13/19 Page 15 of 17 PageID 20990 be automatically included in the Settlement Class, and shall be bound by all the terms and provisions of the Settlement Agreement, the Class Settlement and the Final Approval Order. Objections. Any Settlement Class Member who has not ?led a notice of exclusion in the manner set forth above may object to the Settlement. Any Settlement Class Member who wishes to object to any aSpect of the Settlement, including without limitation any objection to Settlement Class Counsel?s Motion for Award of Attorneys? Fees, Reimbursement of Costs and Incentive Awards, must ?le with the Court, or as the Court otherwise may by order direct, a written statement of the objection(s). The written statement of objection(s) must include a detailed statement of the Settlement Class Member's objection(s), as well as the Speci?c reasons, if any, for each such objection, including any evidence and legal authority the Settlement Class Member wishes to bring to the Court's attention. That written statement also will contain the Settlement Class Member's printed name, address, telephone number, a statement that the Settlement Class Member has reviewed the Settlement Class de?nition and has not Opted Out of the Settlement Class, and any other supporting papers, materials, or briefs the Settlement Class Member wishes the Court to consider when reviewing the objection, including information suf?cient to demonstrate that the objector is otherwise a Settlement Class Member. An objecting Settlement Class Member may appear at the Fairness Hearing in person or by counsel and may be heard, to the extent allowed by the Court, either in support of or in opposition to the fairness, reasonableness and adequacy of the Class Settlement, the dismissal with prejudice of the Defendants, the entry of ?nal judgment as to the Defendants, and/or the Renewed Motion for Approval of Attorneys? Fees and Litigation Expenses; provided, however, that no person shall be heard in opposition to the Class Settlement, dismissal and/or entry of ?nal judgment or the Motion for Approval of Attorneys? Fees and Litigation Expenses, and no papers or briefs submitted by or on behalf of any such person shall be accepted or considered by the Court, unless ?led with 15 Case Document 747 Filed 02/13/19 Page 16 of 17 PageID 20991 the Court on or before May 28, 2019. If a class member wished to make a personal appearance at the hearing, such person must also ?le with the Court a notice of such person?s intention to appear on or before June 10, 2019. Settlement Class Members who object in the manner and by the dates provided herein shall be subject to the jurisdiction of this Court. Settlement Class Members who fail to object in the manner and by the dates provided herein shall be deemed to have waived and shall forever be foreclosed from raising any such objections. A hearing on ?nal settlement approval (the ?Final Fairness Hearing?) will be held on July 1 1, 2019 before this Court, at the United States District Court for the Northern District of West Virginia, 1 125 Chapline Street, Wheeling, West Virginia. Summary of Dates and Deadlines. Consistent with and in addition to the deadlines established in the Paragraphs above, the following deadlines shall apply to review of the proposed settlement: Class Notice Program Commences: Upon Entry of the Order. Initial Class Notice Program Complete: April 1, 2019. Opt Out Deadline: May 17, 2019. Deadline for the Settlement Administrator to Tabulate and Identify Opt Outs: May 27, 2019 Objection to Settlement: May 28, 2019 Deadline for Filing Notice of Request for Appearance in Person at Final Hearing: June 10, 2019 Filing of Motion and Supporting Papers for Final Approval to the Motion for Approval of Attorneys? Fees and Litigation Expenses relating to litigation Expenses and incentive awards: June 10, 2019. Deadline for Defendants to Exercise Right to Terminate Settlement Based Upon Opt Outs: June 13, 2019 Final Fairness/Approval Hearing: July 11, 2019 16 Case Document 747 Filed 02/13/19 Page 17 of 17 PageID 20992 Dated: 2' ?3 20?? Approved by: Marvin W. Masters Marvin W. Masters, Esquire orable John P. Bailey The Masters Law Firm, LC Judg ited States District Court 181 Summers Street Charleston, WV 25301 . .. (304) 342-3106 jw/ 7C 5? (304) 342-3819 (facsimile) David K. Hendrickson, Esquire Carl L. Fletcher, Esquire Counsel for Plaintiffs Hendrickson Long, PLLC 214 Capitol Street and PO. Box 11070 Charleston, West Virginia 25339 Michael W. Carey, Esquire (304) 346-5500 Carey, Scott, Douglas Kessler, PLLC (304) 346-5515 (facsimile) Suite 901 davel1@handl.com 707 Virginia Street East Counsel for Defendants Charleston, West Virginia 25301 (304) 345-1234 (304) 342-1 105 (facsimile) John Kevin West (pro hac vice) Steptoe Johnson PLLC Counsel for Plaintiffs Suite 2200 Huntington Center 41 South High Street Columbus, Ohio 43215 (614) 458-9889 (614) 221-0952 (facsimile) 515903 '-.0008.docx