Case 2:12-md-02311-SFC-RSW ECF No. 2125-7, PageID.38578 Filed 03/10/21 Page 1 of 20
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`EXHIBIT 1
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`Case 2:12-md-02311-SFC-RSW ECF No. 2125-7, PageID.38579 Filed 03/10/21 Page 2 of 20
`Case: 1:10-md-02196-JZ Doc #: 2086 Filed: 05/09/16 1 of 19. PageID #: 96231
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`UNITED STATES DISTRICT COURT
`FOR THE NORTHERN DISTRICT OF OHIO
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`In re POLYURETHANE FOAM ANTITRUST
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`LITIGATION
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`__________________________________________)
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`This document relates to:
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`ALL DIRECT PURCHASER CLASS ACTIONS
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`__________________________________________)
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`MDL Docket No. 2196
`Index No. 10-MD-2196 (JZ)
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`MOTION AND MEMORANDUM IN SUPPORT FOR ORDER TO APPROVE
`DISTRIBUTION OF SETTLEMENT FUNDS TO CLASS MEMBERS AND PAYMENT
`OF NOTICE FEES FOR THE DIRECT PURCHASER SETTLEMENT CLASSES
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`TABLE OF CONTENTS
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`Page
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`PRELIMINARY STATEMENT .....................................................................................................1
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`ARGUMENT ...................................................................................................................................2
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`I.
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`II.
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`NOTICE AND FINAL APPROVAL OF SETTLEMENTS ..............................................2
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`CLAIM FORMS FOR ALL THREE SETTLEMENT ROUNDS ......................................3
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`III.
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`AMOUNT OF FUNDS AVAILABLE FOR DISTRIBUTION ..........................................6
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`A.
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`B.
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`C.
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`Vitafoam Settlement ................................................................................................6
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`Carpenter and L&P Settlements..............................................................................7
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`The Spring 2015 Settlements 2015 ..........................................................................8
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`IV.
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`ADMINISTRATIVE DETERMINATIONS WITH RESPECT TO SUBMITTED
`CLAIMS ..............................................................................................................................9
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`A.
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`B.
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`C.
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`D.
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`Vitafoam ..................................................................................................................9
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`Carpenter and L&P Settlements.............................................................................10
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`Spring 2015 Settlements ........................................................................................11
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`Outstanding Disputes .............................................................................................13
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`PLAN OF DISTRIBUTION FOR SETTLEMENT FUNDS ............................................14
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`ADMINISTRATION FEES AND COSTS .......................................................................15
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`V.
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`VI.
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`PRELIMINARY STATEMENT
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`The Direct Purchaser Class (“Plaintiffs” or the “Class”) respectfully requests that this
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`Court enter the [Proposed] Order to Approve: (1) the administrative determinations of the Claims
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`Administrator Garden City Group (“GCG”) as to whether to accept or reject the claims submitted
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`by the Class (including acceptance of various late Claim Forms), and resolution of all disputed
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`and adjusted claim amounts with respect to the Settlement Agreement Between Direct Purchaser
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`Class Plaintiffs and Defendant Leggett & Platt, Incorporated (the “L&P Settlement Agreement”);
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`the Settlement Agreement Between Direct Purchaser Class and Defendants Carpenter Co., E.R.
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`Carpenter, L.P., and Carpenter Holdings, Inc. (the “Carpenter Settlement Agreement”); the
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`Settlement Agreement Between Direct Purchaser Class and Defendant FFP Holdings, LLC (f/k/a
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`Flexible Foam Products, Inc.) (the “FFP Settlement Agreement); the Settlement Agreement
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`Between Direct Purchaser Class and Defendant Future Foam, Inc. (the “Future Foam Settlement
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`Agreement”); he Settlement Agreement Between Direct Purchaser Class and Defendant Foamex
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`Innovations, Inc. (the “FXI Settlement Agreement”); the Settlement Agreement Between Direct
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`Purchaser Class and Defendant Hickory Springs Manufacturing Company (the “Hickory Springs
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`Settlement Agreement”); the Settlement Agreement Between Direct Purchaser Class and
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`Defendant Mohawk Industries, Inc. (the “Mohawk Settlement Agreement”); the Settlement
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`Agreement Between Direct Purchaser Class and Defendants Woodbridge Foam Corporation,
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`Woodbridge Sales & Engineering, Inc., and Woodbridge Foam Fabricating, Inc. (the
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`“Woodbridge Settlement Agreement”); and the Settlement Agreement Between Direct Purchaser
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`Class and Defendants Vitafoam, Inc. and Vitafoam Products Canada Limited (“Vitafoam
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`Agreement”) as set forth in Exs. C, D, H, J, N, and R1 to the declaration of Lori Castaneda
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`1 These exhibits are separately being filed under seal.
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`1
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`(“Castaneda Decl.”); (2) direct distribution of the Net Settlement Funds to Settlement Class
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`Members consistent with the Claim Amounts set forth in Exs. D, J, and R to the Castaneda
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`Declaration; and (3) approve of GCG’s fees and expenses of $65, 522.49 invoiced since the last
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`motion seeking approval of notice fees (Dkt. 1868), as set forth in Exs. I and Q to the Castaneda
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`Declaration.
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`ARGUMENT
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`Due to the timing of the settlements, there were three “rounds” of settlement notices and
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`claim forms in this litigation: (1) the Vitafoam and Domfoam/Valleform settlements2; (2) the
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`Carpenter and L&P Settlements; and (3) the FFP, Future Foam, FXI, Hickory Springs, Mohawk,
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`and Woodbridge (“Spring 2015 Settlements”). Likewise, for efficiency and ease of
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`administration, Class Counsel and GCG have administered these settlements according to these
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`three groupings.
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`I.
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`NOTICE AND FINAL APPROVAL OF SETTLEMENTS
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`After this Court preliminarily approved the Vitafoam Settlement (Dkt. 457), GGC
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`provided class members with notice of
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`these settlements This notice program was
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`comprehensive. Dkts. 374; 457. On June 20, 2013, after the notice program was complete and a
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`Final Approval hearing was held, this Court granted final approval to the Vitafoam Settlement.
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`Dkt. 597. Subsequently, this Court preliminarily approved the Carpenter and L&P Settlements
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`(Dkts. 1391, 1406), and GCG provided class members with notice of these settlements. Dkt.
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`1475-1 (Dowd February 2, 2015 Declaration, describing notice program). This notice program
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`was extensive. Dkt. 1475-1 at 6. On February 26, 2015, after the notice program was complete
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`and a Final Approval hearing was held, this Court granted final approval to Plaintiffs’
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`2 There was no monetary recovery as part of the Domfoam/Vallefoam settlements.
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`2
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`settlements with Carpenter and L&P. Dkt. 1534. This Court later preliminarily approved the
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`Spring 2015 Settlements (Dkt. 1703), and GCG provided notice of these settlements. Dkt.
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`1828-2 (Dowd July 16, 2015 Declaration, describing notice program). Like the previous notice
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`programs, this one was extensive. On November 19, 2015, this Court granted final approval to
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`the Spring 2015 Settlements. Dkt. 1971.
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`II.
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`CLAIM FORMS FOR ALL THREE SETTLEMENT ROUNDS
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`Pursuant to the notices that were circulated, Class Members wishing to participate in the
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`various settlements were required to return Claim Forms approved by this Court (which were
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`distributed along with notices), to GCG by certain deadlines. (Dkts. 457; 1406; 1703). Class
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`Members seeking to participate in the Vitafoam Settlement were required to submit Claim Forms
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`by mail, postmarked on or before April 30, 2013; by January 26, 2015 to participate in Carpenter
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`and L&P Settlements; and by September 15, 2015 to participate in the Spring 2015 settlements.
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`Castaneda Decl.¶4, 19, 37.
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`Class Members were not required to submit claim forms in order to participate in every
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`settlement. Once a Class Member submitted a Claim Form, that Class Member was
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`automatically a participant in the settlement(s) connected with that particular Claim Form, and
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`every subsequent settlement, unless that Class Member specifically opted out of any subsequent
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`settlement. See, e.g., Dkt. 1699-10 at 2; Castaneda Decl. ¶19, 37.3
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`3 For example, if a Class Member submitted a Claim Form as part of the Vitafoam settlement,
`that Class Member was automatically considered to be a claimant as part of the L&P and
`Carpenter Settlements, as well as all of the Spring 2015 settlements. If a Class Member did not
`submit a Claim Form as part of the Vitafoam settlement but did submit a Claim Form as part of
`the L&P and Carpenter Settlements, that Class Member was also automatically considered to be
`a participant in the Spring 2015 Settlements as well, but did not retroactively become a
`participant in the Vitafoam settlement. Likewise, if a Class Member submitted a Claim Form
`only as part of the Spring 2015 settlements, that Class Member did not retroactively participate
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`3
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`GCG sent, via direct mail, Claim Forms to Class Members identifiable from the various
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`Defendants’ transactional records. Castaneda Decl. ¶4, 19, 37.To the extent Class Members did
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`not receive Claim Forms in the mail, blank Claim Forms were available directly from GCG and
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`on the Settlement Website. Id. ¶4, 19, 37 Various Claimants completed these blank forms and
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`submitted them to GCG. Id. ¶6, 21, 39 The Claim Forms that GCG mailed directly to Class
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`Members contained information about each Class Member’s purchases of polyurethane foam
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`that were contained in Defendants’ transactional data. Id. ¶4, 19, 37
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`When a Claim Form contained information about a Class Member’s purchases, that Class
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`Member had the option to submit a claim for the amount set forth on the Claim Form (called a
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`“Category A” claim) by signing the claim form and submitting a Substitute IRS W-9. See, e.g.,
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`Dkt. 1699-10. That Class Member also had the option to submit supplemental information
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`demonstrating that they had more or different purchases than reflected on the Claim Form (called
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`a “Category B” claim). Id. Class Members who did not receive Claim Forms that contained
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`purchase information (e.g. Class Members downloaded blank Claim Forms from the Settlement
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`Website), those Class Members could only submit Category B claims by providing proof of
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`purchases. Castaneda Decl. ¶5, 20, 38.
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`In each of the three “settlement rounds,” GCG received and reviewed all Claim Forms
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`received from Claimants for completeness, timeliness, and to determine if any were deficient.
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`Id. at. ¶6, 7, 8, 21, 22, 23, 39, 40, 41. To the extent that Claim Forms were deficient in any
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`regard, GCG sent letters to the relevant Claimants identifying the reasons for the deficiency(s)
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`and providing the Claimants with opportunities to cure the deficiency(s) by a deadline clearly set
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`in the Vitafoam, L&P, or Carpenter Settlements. However, if a Class Member previously
`sought to participate in a settlement but opted out of subsequent settlements, those class
`members were excluded from subsequent settlements.
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`4
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`forth in the “deficiency letter”. Id. ¶8, 23, 41. There were four main categories of deficiencies:
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`(1) unsigned Claim Form; (2) incomplete IRS Form W-9 and/or failure to provide federal
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`taxpayer identification number; (3) selecting to submit a Category B claim without providing the
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`amount of polyurethane foam purchased; (4) selecting to submit a Category B claim but did not
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`provide adequate proof of the additional purchases. Id. ¶ 8, 23, 41 and Exs. B, F, and L. (example
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`deficiency letter). Additionally, GCG emailed and held phone calls with Claimants as
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`necessary. Id. ¶9, 24, 42.
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`Where a Claimant failed to cure a defective claim, GCG followed the following protocol:
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`For Claimants present in Defendants’ source data (for all three settlement rounds)
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`
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`Where a Claimant submitted an unsigned Claim Form, GCG still accepted the
`claim as valid
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`Where a Claimant did not provide a W-9 (or if that W-9 was incomplete), GCG
`still accepted the claim as valid, if the Claim was otherwise valid.
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`Where a Claimant submitted a Category B claim but failed to provide the amount
`of polyurethane foam purchased, GCG re-designated that Class Member as a
`Category A claim (i.e. the Class Member is credited with the amount of
`polyurethane foam purchases reflected on the Original Claim Form)
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`Where a Claimant submitted a Category B claim but failed to provide adequate
`proof of additional purchases, GCG re-designated that Class Member as a
`Category A Claim
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`For Claimants not present in Defendants’ source data in the Vitafoam Settlement
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`
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`All deficient claim forms from non-source claimants were denied.
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`For Claimants not present in Defendants’ source data in the Carpenter and L&P, and Spring 2015
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`Settlements:
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`
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`
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`Where a Claimant submitted an unsigned Claim Form, but the Claim was
`otherwise complete (e.g. supporting documentation was provided), GCG still
`accepted the claim as valid.
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`Where a Claimant did not provide a W-9 (or if that W-9 was incomplete), GCG
`still accepted the claim as valid, if the Claim was otherwise valid.
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`5
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`Where a Claimant submitted a Category B claim but failed to provide the amount
`of polyurethane foam purchased, GCG denied the claim.
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`Where a Claimant submitted a Category B claim but failed to provide adequate
`proof of additional purchases, GCG denied the claim.
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`
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`
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`Id. ¶¶9, 24, 42
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`In April 2016, after the deficiency deadline associated with the Spring 2015 Settlements
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`passed, GCG sent out letters to all Claimants identifying the final amount of polyurethane foam
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`purchases with which they were credited for purposes of distributing settlement funds. An
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`Exemplar of this letter is attached as Exhibit O to the Castaneda Declaration. Those whose
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`claims were denied because they are indirect purchasers received denial letters as well (Id. ¶ ¶13,
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`28, 46 and Ex. M). Those whose claims were denied for other reasons did not receive additional
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`denial letters; the deficiency letters warned recipients that unless their deficiencies were cured
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`they might not be able to participate in the settlements. Id. ¶¶13, 28, 46
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`III. AMOUNT OF FUNDS AVAILABLE FOR DISTRIBUTION
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`A.
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`Vitafoam Settlement
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`The Vitafoam Settlement provides for payments between $9 and 15 million, depending
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`on Vitafoam’s recovery in the Urethane Litigation, which just completed. (Dkt. 293-2 at 9). By
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`December 2013, $7,402,246.60 was paid to the Class under this Agreement. Declaration of
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`Adam Wolfson ¶2. After accounting for the awarded attorneys’ fees and costs, $4,434,000.00
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`million was available as part of the first round of settlements for distribution to Class Members.
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`Id. ¶2. These funds were distributed to eligible class members on December 30, 2013. Castaneda
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`Decl. ¶17. The funds were distributed on a pro rata basis among all Class Members who
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`6
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`submitted valid claims, but payments were adjusted to reflect a minimum payment of $20.00.4
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`Id. ¶17. Currently, there is $22,153.07 relating to uncashed and undeliverable checks from the
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`initial distribution, for which GCG will re-distribute checks. Id. ¶18. Subsequently, Vitafoam
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`provided the Class with an additional payment of $2,397,807.00, as well as a final payment of
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`$5,200,076.25 on May 5, 2016, which brought the total Vitafoam settlement funds to
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`$15,000,000 (the maximum under the settlement agreement). (Wolfson Decl. ¶3). After
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`accounting for awarded fees and costs (Dkt. 598), as well as anticipated costs that GCG expects
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`to incur,5 $5,120,491.93 remains for payment to Class Members eligible to participate in the
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`Vitafoam settlement. Id. ¶3. Should the Court grant this Motion, these payments will be
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`distributed to eligible Claimants at the same time as payments out of the Carpenter and L&P
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`Settlements and Spring 2015 Settlements.
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`B.
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`Carpenter and L&P Settlements
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`The Carpenter and L&P Settlements provide for a recovery of $39,800,000 and
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`$108,000,000 respectively. (Dkts. 1379 and 1391). The Court awarded 30% in attorneys’ fees
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`and costs (Dkt. 1534), and has previously approved of payments of $542,642.36. (Dkt. 1868)
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`and $16,740.26 (Dkt. 2012) under these settlements for notice and claim administration fees.
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`(Dkts. 1872; 2015). Plaintiffs seek approval of an additional payment of $12,687.90 for notice
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`and claim administration fees, pursuant to the invoices attached as Exhibit N to the Castaneda
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`Declaration. Should the Court approve of these invoices, $25,509,468.80 will be available for
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`4 Going forward, there will be no minimum payment; Claimants will receive their pro rata share
`of the settlements, regardless of whether this pro rata share is under $20.00.
`5 GCG estimates that it will incur an additional $37,499.76 in administrative fees.
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`7
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`distribution to eligible Class Members on a pro rata basis from the L&P Settlement and
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`$69,222,808.53 will be available from the Carpenter Settlement. Castaneda Decl. ¶¶36.6
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`C.
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`The Spring 2015 Settlements 2015
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`Combined, the Spring 2015 Settlements provide a recovery of $275.5 million. (Dkt.
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`1699). Several of the settlements provided for staggered payments. (Id.) As of this date,
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`Hickory Springs has an outstanding payment of $7,000,000 owed by January 31, 2017, and
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`Woodbridge has an outstanding payment of $14,000,000 that is owed by November 15, 2016; and
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`$18,000,000 that will be paid on or before November 15, 2017.
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`The Court awarded $55,100,000 in attorneys’ fees and $ 315,325.12 in costs from the
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`Spring 2015 settlements, as well as $35,000 in payments to each Class Representative (Dkt.
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`1971), and has previously approved of payments of $546,097.38 to GCG for notice and claim
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`administration fees associated with these settlements. (Dkt. 2012; 2015). Plaintiffs seek approval
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`of an additional payment of $52,834.59 for notice and claim administration fees, pursuant to the
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`invoices attached as Exhibit Q to the Castaneda Declaration. Should the Court approve of these
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`invoices, $12,717,225.59 will be available for distribution to eligible Class Members on a pro
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`rata basis from the FFP Settlement, $47,704,871.32 will be available for distribution to eligible
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`Class Members on a pro rata basis from the FXI Settlement, $25,437,801.56 will be available
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`for distribution to eligible Class Members on a pro rata basis from the Future Foam Settlement,
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`$9,898,652.51 will be available for distribution to eligible Class Members on a pro rata basis
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`from the Hickory Springs Settlement, $77,906,766.92 will be available for distribution to eligible
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`Class Members on a pro rata basis from the Mohawk Settlement, and $14,146,349.21 will be
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`6 The available distribution amounts also account for an estimated $47,425 in future
`administrative fees and costs relating to the distribution of funds to eligible class members; these
`funds are being held back from the amounts for distribution.
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`8
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`available for distribution to eligible Class Members on a pro rata basis from the Woodbridge
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`Settlement.7 Castaneda Decl. ¶55. GCG will do additional distributions after the remaining funds
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`are paid.
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`IV. ADMINISTRATIVE DETERMINATIONS WITH RESPECT TO SUBMITTED
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`CLAIMS
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`The below summarizes the administrative determinations that GCG made.
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`A.
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`Vitafoam
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`GCG received 5,864 Claim Forms as part of the Vitafoam Settlement. Castaneda Decl.
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`¶5. The 5,864 received claim forms consisted of both Class Members identified in the Class
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`Defendants’ records and those self-identified as Class Members. Following review and
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`processing of submitted claims forms and other submissions, GCG received 5,803 timely claim
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`forms and 61 late claim forms. Id. ¶6. GCG consolidated duplicate and other related claims that
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`shared a company name, address, and/or a tax identification number while maintaining the total
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`value of Class Period Purchases between all consolidated claim forms. Id. ¶7.
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`Approximately 520 Class Members with deficient claim forms were mailed a Notice of
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`Deficiency letter. Id. ¶10. Following consolidation of all claims and review of any deficient
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`claims, GCG received a total of 3,527 claims deemed valid. Id. ¶14. Additionally, GCG removed
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`11 claims following a request for withdrawal from the claimant and determined 39 claims were
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`ineligible due to an incomplete claim form or insufficient documentation. Id. ¶12-13.
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`Although 61 Vitafoam Claim Forms were untimely submitted, they were received while
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`the processing of the previously-distributed Vitafoam funds was ongoing. The processing of
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`7 The available distribution amounts also account for an estimated $222,364.74 in future
`administrative fees and costs relating to the distribution of funds to eligible class members; these
`funds are being held back from the amounts for distribution.
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`9
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`these late claims did not delay the completion of the claims administration process or distribution
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`of the Vitafoam funds. Therefore Plaintiffs believe it would have been unfair to prevent
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`otherwise valid claims from participating in the distribution of the Vitafoam funds solely because
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`they were submitted after the cut-off dates. Accordingly, Plaintiffs accepted any Vitafoam
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`claims that were submitted prior to the previous Vitafoam distribution.8 Id. ¶6.
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`Vitafoam claims were rejected for the reasons explained in the attached Castaneda
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`Declaration. The majority of the rejected claims were submitted by Claimants that were not
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`included in Defendants’ transactional data, and which were indirect purchasers of polyurethane
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`foam, but mistakenly attempted to participate in the direct purchaser Vitafoam settlement. Id. ¶9,
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`13. GCG will utilize the same eligibility determinations in distributing the remaining Vitafoam
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`settlement funds. Id. ¶8.
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`B.
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`Carpenter and L&P Settlements
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`GCG received 9,781 timely claim forms and 244 late claim forms. Id. ¶21. GCG then
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`consolidated duplicate claims and other related claims that shared a company name, address,
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`and/or a tax identification number while maintaining the total value of Class Period Purchases
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`between all consolidated claim forms. 621 Class Members who submitted incomplete claim
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`forms were mailed a Notice of Deficiency letter. Id. ¶23.
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`Following consolidation of all claims, including those claims deemed valid in the
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`Vitafoam Settlement, and review of any deficient claims, as of the date of this declaration, GCG
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`has received a total of 5,885 claims deemed valid for inclusion in the Leggett & Platt Settlement
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`and 5,880 claims deemed valid for inclusion in the Carpenter Settlement. Id. ¶29. Five Class
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`Members’ submissions requested exclusion from the Carpenter Settlement, but requested claim
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`8 To the extent any of the late submitted claims were not otherwise valid, they were not accepted.
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`10
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`inclusion into the Leggett & Platt Settlement. GCG removed approximately 22 claims following
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`a request for withdrawal from the claimant. Id. ¶27. GCG determined approximately 202 claims
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`were invalid due to an incomplete claim or insufficient documentation and determined
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`approximately 271 claims were submitted by ineligible indirect purchasers. Id. ¶28.
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`Even though GCG instituted a deadline of 21 days after deficiency letters were mailed for
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`Class Members to correct deficiencies, Class Members continued to provide corrections after the
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`deadline passed. Because processing these corrections did not delay the distribution of funds,
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`GCG continued to accept Class Members’ corrections until the end of March, 2016 when GCG
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`stopped accepting these corrections to permit the generation of distribution calculations. Id. ¶44.
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`244 L&P and Carpenter Claim Forms were untimely submitted. Id. ¶21. Nonetheless,
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`because they were received prior to generating distribution calculations, Plaintiffs recommend
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`that they be accepted for processing. The processing of these late claims has not delayed the
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`completion of the claims administration process, nor will it delay the distribution of funds.
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`Plaintiffs believe it would be unfair to prevent otherwise valid claims from participating in the
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`distribution of the L&P and Carpenter funds solely because they were submitted after the cut-off
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`dates.9
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`C.
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`Spring 2015 Settlements
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`GCG received 11,958 timely Claim Forms as part of the Spring 2015 Settlements. Id.
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`¶38. The 11,958 claim forms received relating to the FFP, FXI, Future Foam, Hickory Springs,
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`Mohawk, and Woodbridge Settlements consisted of both Class Members identified in the Class
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`Defendants’ records and those self-identified as Class Members. Id. ¶39. Following review and
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`9 The late claims were accepted only to the extent they were otherwise valid. Late filed claims
`that were not valid were not accepted.
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`11
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`processing of submitted claims forms and other submissions, GCG received 11,889 timely claim
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`forms and 69 late claim forms. Id. GCG then consolidated duplicate claims and other related
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`claims that shared a company name, address, and/or a tax identification number while
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`maintaining the total value of Class Period Purchases between all consolidated claim forms. Id.
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`¶40.
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`Approximately 751 Class Members who submitted incomplete claim forms and/or
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`insufficient supporting documentation were mailed a Notice of Deficiency letter. Id. ¶41.
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`Claimants who were sent a Notice of Deficiency were provided a deadline of 21 days to submit
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`any missing information and/or documentation. Following the deficiency response deadline,
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`GCG processed any received responses and reviewed all submitted data. Id. ¶42.
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`Following consolidation of all claims, including those claims deemed valid in the
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`Vitafoam, Leggett & Platt, and Carpenter Settlements, and review of any deficient claims, as of
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`the date of this declaration, GCG has received a total of 7,022 claims deemed valid for inclusion
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`in the FFP Settlement, 7,022 claims deemed valid for inclusion in the FXI Settlement, 7,023
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`claims deemed valid for inclusion in the Future Foam Settlement, 7,022 claims deemed valid for
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`inclusion in the Hickory Springs Settlement, 7,022 claims deemed valid for inclusion in the
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`Mohawk Settlement, and 7,022 claims deemed valid for inclusion in the Woodbridge Settlement.
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`Id. ¶47. One Class Member submitted a claim form indicating inclusion only for the Future
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`Foam Settlement and excluding their inclusion within the FFP, FXI, Hickory Springs, Mohawk,
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`and Woodbridge Settlements. Id. ¶47. A total of six Class Members with carryover claims from
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`the Vitafoam, Leggett & Platt and/or Carpenter Settlements were removed from inclusion within
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`the FFP, FXI, Future Foam, Hickory Springs, Mohawk, and Woodbridge Settlements due to a
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`prior Certification Class Exclusion. Id. ¶47. GCG removed 26 claims following a request for
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`12
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`withdrawal from the Class Member. GCG determined approximately 403 claims were invalid
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`due to an incomplete claim or insufficient documentation and determined approximately 45
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`claims were submitted by ineligible indirect purchasers. Id. ¶46. Claimants determined to be
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`indirect purchasers were mailed a notice of their denial. Id.
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`69 Spring 2015 Claim Forms were untimely submitted. Id. ¶39. Nonetheless, because
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`they were received prior to generating distribution calculations, Plaintiffs recommend that they
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`be accepted for processing. The processing of these late claims has not delayed the completion of
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`the claims administration process, nor will it delay the distribution of funds. Therefore Plaintiffs
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`believe it would be unfair to prevent otherwise valid claims from participating in the distribution
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`of the Spring 2015 Settlements solely because they were submitted after the cut-off dates.10
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`D.
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`Outstanding Disputes
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`GCG has identified two outstanding disputes that arose as part of the Claim
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`Administration process. The first relates to a claim from Metro Mattress Corporation of
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`$100,755,019.50. GCG rejected this claim in full because, pursuant to Metro Mattress’s
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`attorney, all of Metro Mattress’s claims were indirect purchases. GCG informed Metro Mattress
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`that because its purchases were indirect, GCG would not accept the claim, but gave Metro
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`Mattress multiple opportunities to provide data demonstrating that it made direct purchases—
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`both before and after the deficiency period. Id. ¶50. Metro Mattress did not provide evidence of
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`such purchases, but disputes that it is not a class member and requested that the dispute be
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`submitted to the attention of the Court. Id. Class Counsel has reviewed the documentation that
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`10 The late claims were accepted only to the extent they were otherwise valid. Late filed claims
`that were not valid were not accepted.
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`13
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`Metro Mattress provided to GCG and concurs that there is no evidence that Metro Mattress is a
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`member of any of the Settlement Classes.
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`The second relates to a dispute between DPH Holdings and ACRS Group, LLC, related
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`to purchases made by Delphi Automotive, which subsequently declared bankruptcy. Castaneda
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`Decl. ¶32. GCG notified counsel for both entities that GCG is not authorized to determine which
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`entity is the proper claimant and requested that the parties provide GCG with written resolution
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`of the conflicting cla