Sterling Chemicals Settlement

You or someone in your family may have held common stock of Sterling Chemicals, Inc. (“Sterling”) at any time from June 22, 2011, through August 9, 2011, inclusive (the “Settlement Class Period”) and were damaged thereby.

The Court ordered that the Notice be sent to you because you have a right to know about a proposed settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the settlement. If the Court approves it and after any objections or appeals are resolved, the Claims Administrator appointed by the Court will make the payments that the settlement allows.

The Settlement Notice explains the lawsuit, the settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

On June 22, 2011, Eastman announced that it had entered into a definitive merger agreement (the “Merger Agreement”) to acquire Sterling through its wholly-owned subsidiary, Eastman TC, Inc. (the “Merger”). Under the terms of the Merger Agreement, holders of Sterling common stock would receive $2.50 per share. Resurgence Asset Management, LLC and its affiliates approved the Merger by written consent. The Merger closed on August 9, 2011.

On October 19, 2011, Virtus Capital L.P. (“Virtus” or “Plaintiff”) commenced an appraisal action pursuant to 8 Del. C. § 262, captioned Virtus Capital L.P. v. Sterling Chemicals, Inc., C.A. No. 6951-VCL (the “Appraisal Action”). Virtus filed a Petition for Appraisal seeking an award of fair value of the shares of Sterling common stock it held through the effective date of the Merger (other than shares for which Virtus received merger consideration), interest, an award of fees and costs and other relief deemed to be just and appropriate.

On June 20, 2014, Virtus filed a Verified Class Action Complaint for Breach of Fiduciary Duties and Aiding and Abetting (the “Class Action Complaint”) in an action captioned Virtus Capital L.P. v. Eastman Chemical Company, et al., C.A. 9808-VCL.

The Class Action Complaint sought certification of a class consisting of all former holders of Sterling stock (other than the defendants and any person, firm, trust, corporation, or other entity related to or affiliated with any defendants), and alleged that the defendants breached their fiduciary duties or aided and abetted breaches of fiduciary duty in connection with the Merger.

In a class action, one or more people or entities called class representatives (in this case plaintiff Virtus Capital L.P.) sue on behalf of people who have similar claims. Here, all these people are called a Class or Class Members. One court resolves the issues for all the Class Members.

The Court did not decide in favor of the Plaintiff or Defendants. Instead, both sides agreed to a settlement. That way, they avoid the cost of a litigation, and eligible Class Members who make valid claims will get compensation. Plaintiff and its attorneys think the settlement is in the best interests of all Class Members.

The Class includes all record holders and beneficial owners of common stock of Sterling Chemicals, Inc. (“Sterling”) who held common stock at any time from June 22, 2011 through and including August 9, 2011, except those persons or entities that are excluded.

You are not a Class Member if you are:

Eastman Chemical Company, John L. Teeger, John V. Genova, Richard K. Crump, John W. Gildea, Philip M. Sivin, Karl W. Schwarzfeld, Daniel M. Fishbane, Walter Treybig, Martin D. Sass, M.D. Sass Investors Services, Inc., Resurgence Asset Management, L.L.C., Re/Enterprise Asset Management L.L.C., M.D. Sass Associates, Inc. Employee Profit Sharing Plan, Eastman TC, Inc. and Moelis & Company LLC, or any of their associates, affiliates, legal representatives, heirs, successors in interest, transferees and assignees.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-888-643-2170, or you can fill out and return the Proof of Claim form enclosed with this Notice package, to see if you qualify.

In consideration of the Settlement, Defendants have agreed to cause the sum of $17,500,000 (the “Settlement Amount”) to be paid for the benefit of the Settlement Class. The Settlement Amount, less any Taxes, Tax Expenses, attorneys’ fees, expert fees, notice and administration costs and any other expenses approved by the Court (the “Net Settlement Fund”).

The Net Settlement Fund will be disbursed by the Settlement Administrator to the Settlement Payment Recipients and will be allocated on a pro rata basis among the Settlement Payment Recipients who have submitted a valid Proof of Claim by the deadline provided in the Notice based on the number of Eligible Shares. If there is any balance remaining in the Net Settlement Fund after six (6) months from the date of distribution, Class Counsel shall, if economically feasible, reallocate such balance among the Class Members who have cashed their distribution checks and who would receive at least $10 in the re-distribution. Thereafter, any balance remaining in the Net Settlement Fund shall escheat to the State of Delaware.

To qualify for payment, you must be an eligible Class Member and you must send in a Claim Form. Read the instructions provided on the claim form carefully, fill out the form, include all the documents the form asks for, sign it, and mail it in the enclosed envelope postmarked no later than January 9, 2017.

The Court will hold a hearing on December 9, 2016, to decide whether to approve the settlement. If Judge approves the class action settlement, there may be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps several years. Everyone who sends in a claim form will be informed of the determination with respect to their claim. Please be patient.

That means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants about the same legal issues in this case. It also means that all of the Court’s Order will apply to you and legally bind you and you will release your claims in this case against the Defendants. The terms of the release are included in the claim form that is enclosed.

If the Court approves the Settlement, the Parties to the Actions will ask the Court at the Settlement Hearing to enter an Order dismissing all claims asserted in the Actions against the Defendants and Sterling with prejudice. If you are a member of the Settlement Class (a “Class Member”), you will be bound by any judgment entered in the Actions. You may not opt out of the Settlement Class.

The Court conditionally certified the the law firm Friedlander & Gorris, P.A. to represent you and other Class Members. These lawyers are called Class Counsel. You will not be charged for the services of these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

The attorneys’ fees and litigation expenses have been paid by Plaintiff. Plaintiff intends to petition the Court for reimbursement of attorneys’ fees and litigation expenses in an amount no greater than $3,150,000 that it incurred in creating the benefit of the Settlement Fund for the Class (the “Fee and Expense Application”), including the fees and expenses it incurred in connection with bringing and pursuing the Actions, presenting the Settlement to the Court, and defending the Florida Action which Plaintiff contends are recoverable in this Action. The Florida Action involved issues that overlapped with issues in the Class Action and allegations in the Florida Action responded to developments in the Actions. Plaintiff also intends to petition the Court for a special award to Plaintiff in an amount no greater than $350,000 for its services over and above the customary responsibilities of a class representative (the “Special Award Application”). The total amount sought by the Fee and Expense Application and the Special Award Application will be no more than 20% percent of the Settlement Amount. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

Class Counsel will also request reimbursement of attorneys’ fees and expenses for administration of the settlement including costs associated with notice and the fees and expenses of the claims administrator. Those amounts will be requested before distribution of the Net Settlement Fund to Class Members. Again, such sums as may be approved by the Court will be paid from the Settlement Fund.

The objection deadline is November 17, 2016. A person must file their objection with the Court and, on or before such filing, also serve (by hand, e-mail or overnight mail) upon counsel listed below:

1. a written notice of intention to appear;
2. proof of membership in the Settlement Class;
3. a statement of such person’s objections to any matters before the Court; and
4. the grounds for such objections and the reasons that such person desires to appear and be heard, as well as all documents or writings such person desires the Court to consider.

Such filings shall be served, on or before such filing with the Court, by hand, e-mail or overnight mail upon the following counsel:

The Court will hold a fairness hearing at 10:00 a.m., on December 9, 2016, at the in the Court of Chancery, 500 North King Street, Wilmington, DE 19801. At this hearing the Court will consider whether the settlement of the Action is fair, reasonable, and adequate. If there are objections, the Court will consider them. Vice Chancellor Laster will listen to people who have asked to speak at the hearing. The Court will also consider how much to pay to reimburse Plaintiff for its attorneys’ fees and litigation expenses and whether to pay Plaintiff a special award. The Court may decide these issues at the hearing or take them under consideration. We do not know how long these decisions will take.

No. Class Counsel will answer questions Vice Chancellor Laster 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 mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.

You may ask the Court for permission to speak at the Settlement Hearing. To do so, you must follow the procedures set forth in the Notice and summarized in FAQ 16. Your notice of intention to appear must be received no later than November 17, 2016, by Class Counsel at the address listed in FAQ 16.

If you do nothing, you will get no money from this Settlement, and, if the proposed Settlement is approved by the Court, you will still be barred from contesting the fairness of the Settlement or pursuing the Released Claims.

This website summarizes the proposed settlement. More details are in the Stipulation and Agreement of Class Settlement. You can get a copy of the Stipulation and other Settlement Documents by visiting the Important Documents page.

You can also contact the Settlement Administrator:

Sterling Chemicals Settlement
Settlement Administrator
P.O. Box 3230
Portland, OR 97208-3230
1-888-643-2170 (Toll-Free)
info@SterlingChemicalsSettlement.com

DO NOT TELEPHONE THE COURT OR PLAINTIFF’S COUNSEL REGARDING THIS SETTLEMENT.