UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
)
IN RE: REALPAGE, INC., RENTAL ) Case No. 3:23-md-3071
SOFTWARE ANTITRUST LITIGATION ) MDL No. 3071
(NO. II) )
)
) THIS DOCUMENT RELATES TO
) ALL CASES
ORDER ON PRELIMINARY APPROVAL OF SETTLEMENTS
Plaintiffs Jason Goldman, Jeffrey Weaver, Billie Jo White, Brandon Watters, Priscilla
Parker, Patrick Parker, Barry Amar-Hoover, Joshua Kabisch, Meghan Cherry, and Maya
Haynes (“Plaintiffs”), on behalf of themselves and the Settlement Class (as defined below), have
entered into 26 separate Settlement Agreements 1 with the Defendants listed in Exhibit A to the
Counsel Declaration (Doc. No. 1250-1) (“Settling Defendants,” and together with Plaintiffs, the
“Settling Parties”).
The Settlement Agreements, which are subject to review under Rule 23 of the Federal
Rules of Civil Procedure, set forth the terms for resolving all claims against the Settling
Defendants through dismissal of the Action as to such defendants and the release and discharge
of all related claims, all subject to the conditions set forth in the Settlement Agreements.
The Court having considered the Settlement Agreements and the related submissions
and finding that substantial and sufficient grounds exist to enter this Order, and the Parties
having consented to the entry of this Order, rules as follows:
1
The Settlement Agreements are attached as Exhibits A-1 through A-26 to the Joint Declaration
of Interim Co-Lead & Liaison Counsel in Support of Preliminary Approval (“Counsel Decl.”) and
are incorporated herein by reference. (Doc. Nos. 1250 ¶ 5; 1250-2; 1250-3; 1250-4; 1250-5).
Unless otherwise defined herein, all capitalized terms contained in this Order shall have the same
meanings as they have in the Settlement Agreements.
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NOW, THEREFORE, IT IS HEREBY ORDERED that:
1. Pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure and
for the purposes of settlement only, the Action is hereby preliminarily certified as a class action
on behalf of a Class ( “Settlement Class”) consisting of:
All persons and entities in the United States and its territories who paid rent on at
least one multifamily residential real estate lease directly to any Owner, Managing
Defendants, and/or Owner-Operator participating in RealPage’s Revenue
Management Solutions, 2 including its pricing software and/or lease renewal
staggering software programs, or to a division, subsidiary, predecessor, principal,
agent, or affiliate of any such Owner, Managing Defendant, and/or Owner-Operator,
at any time during the Class Period. 3 Specifically excluded from this Class are Opt-
Outs; Defendants; the officers, directors, or employees of any Defendant; any entity
in which any Defendant has a controlling interest; any affiliate, legal representative,
heir or assign of any Defendant; any federal, state, or local governmental entities;
instrumentalities of the federal government; states and their subdivisions, agencies,
and instrumentalities; any judicial officer presiding over this Action and the members
of his/her immediate family and judicial staff; and any juror assigned to this Action.
2. This Court finds, preliminarily and for purposes of settlement only, that the
prerequisites for class certification under Fed. R. Civ. P. Rule 23(a) have been satisfied in that:
(a) the number of Settlement Class Members is so numerous that joinder of all members of the
Settlement Class is impracticable; (b) there are questions of law and fact common to the
Settlement Class; (c) Plaintiffs’ claims are typical of the claims of the Settlement Class they seeks
to represent; and (d) Plaintiffs and Interim Co-Lead Counsel have, and will continue to fairly
2
“Owner,” “Managing Defendants,” and “Owner Operator” are defined in the Consolidated
Complaint (Doc. No. 728 at 2-3) and include the Defendants other than RealPage, Thoma Bravo
Fund XIII, L.P., Thoma Bravo Fund XIV, L.P., and Thoma Bravo. “RealPage’s Revenue
Management Products” are synonymous with “RealPage’s Revenue Management Solutions,”
which are defined in the Consolidated Complaint.
3
For all Settling Defendants except for Apartment Income REIT LLC (“AIR”) and Pinnacle
Property Management Services, LLC (“Pinnacle”), the Class Period is October 18, 2018 through
the date of entry of this Order Preliminarily Approving Settlement. For AIR, the Class Period is
October 18, 2018 through August 12, 2024. For Pinnacle, the Class Period is October 18, 2018
through August 13, 2024.
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and adequately protect the interests of the Settlement Class.
3. In addition, the Court finds, preliminarily and for purposes of settlement only,
that this Action satisfies the requirements for class certification under Fed. R. Civ. P. Rule
23(b)(3) in that common questions of law and fact predominate over any questions affecting
only individual members, and a class action is superior to other available methods for fairly and
efficiently adjudicating the controversy among the Settling Parties.
4. Pursuant to Fed. R. Civ. P. Rules 23(c)(1) and 23(g), preliminarily and for
purposes of the Settlement only, Plaintiffs are certified as class representatives (“Class
Representatives”) of the Settlement Class and Patrick Coughlin of Scott+Scott Attorneys at Law,
LLP; Stacey Slaughter of Robins Kaplan LLP; and Swathi Bojedla of Hausfeld, LLP appointed
as Class Counsel for the Settlement Class.
5. The Court preliminarily finds that: (a) the Settlement Agreements resulted from
good faith, arm’s length negotiations during which the Settling Parties were represented by
experienced counsel; and (b) the terms of the Settlement Agreements are fair, reasonable, and
adequate, falling within the range of possible approval and warranting preliminary approval
pursuant to Fed. R. Civ. P. 23(e)(2).
6. The Court finds that Class Counsel have the authority to act on behalf of the
Settlement Class as to all acts or consents that are required by or may be given pursuant to the
Settlement Agreements, or that are reasonably necessary to consummate the settlements.
7. The contents of the Settlement Funds held by the Escrow Agent shall be deemed
and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction
of the Court, until such time as they shall be distributed pursuant to the Settlement Agreements
and/or further order(s) of the Court.
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8. Angeion Group, LLC is appointed as the Settlement Administrator to carry out
the duties and responsibilities set forth in the Settlement Agreements.
9. The Settlement Administrator is hereby authorized and directed to establish and
maintain a dedicated website for these settlements that shall: (a) provide information about the
settlements, including but not limited to case background, settlement terms, and important dates
and deadlines; (b) make available for download copies of this Order, the Settlement
Agreements, and other relevant court documents; (c) include a portal allowing Class Members
to preregister to receive future updates and communications regarding the settlements; (d)
include contact information for the Settlement Administrator and Class Counsel; and (e) remain
accessible and regularly updated throughout the notice period and claims administration
process, and for such additional time as the Court may direct.
10. Notice and Administration Expenses up to $100,000.00 shall be paid from the
Settlement Funds. Any such expenses exceeding $100,000.00 require prior Court approval
before payment from the Settlement Funds. If the settlements are not finally approved or
otherwise fail to become effective, neither Plaintiffs nor Class Counsel shall be obligated to
repay any Notice and Administration Expenses to the Settling Defendants, and such Notice and
Administration Expenses shall be allocated on a pro rata basis against each Settling Defendant’s
respective Settlement Fund.
11. Class Counsel and the Settlement Administrator are authorized and directed to
prepare any tax returns and any other tax reporting form for or in respect to the Settlement
Funds, to pay from the Settlement Funds any taxes owed with respect to the Settlement Funds,
and to otherwise perform all obligations with respect to taxes and any reporting or filings in
respect thereof without further order of the Court in a manner consistent with the Settlement
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Agreements.
12. Neither this Order, the Settlement Agreements, nor any act performed or
document executed pursuant to or in furtherance of the settlements:
(a) is or may be deemed to be, or may be used as an admission, concession,
or evidence of, the validity or invalidity of any Released Claims, the truth or falsity of
any fact alleged by Plaintiffs, the sufficiency or deficiency of any defense that has been or
could have been asserted in the Action, or of any deception, wrongdoing, liability,
negligence, or fault of Settling Defendants, or that any Plaintiff or Settlement Class
Member was harmed or damaged by any conduct by any Settling Defendant;
(b) is or may be deemed to be or may be used as an admission of, or evidence
of, any fault or misrepresentation or omission with respect to any statement or written
document attributed to, approved or made by Settling Defendant in any arbitration
proceeding or any civil, criminal, or administrative proceeding in any court,
administrative agency, or other tribunal;
(c) is or may be deemed to be or shall be used, offered or received against
the Plaintiffs, Settling Defendants, or Settlement Class Members as an admission,
concession, or evidence of the validity or invalidity of the Released Claims, the infirmity
or strength of any claim raised in the Action, the truth or falsity of any fact alleged by
Plaintiffs or Settlement Class Members, or the availability or lack of availability of
meritorious defenses to the claims raised in the Action; and
(d) is or may be deemed to be or shall be construed as or received in evidence
as an admission or concession against Plaintiffs, Settling Defendants, or Settlement
Class Members that any of Plaintiffs’ or Settlement Class Members’ claims are with or
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without merit, that a litigation class should or should not be certified, or that damages
recoverable in the Action would have been greater or less than the Settlement Amounts
agreed to in the Settlement Agreements.
13. In the event a settlement is terminated in accordance with its terms, then the
applicable Settlement Agreement and this Order, solely to the extent applicable to that
Settlement Agreement, shall be null and void, of no further force or effect, and without prejudice
to any Party, and may not be introduced as evidence or used in any action or proceeding by any
person against Settling Defendants, and each Plaintiff and Settling Defendant shall be restored
to its respective litigation positions as of the date specified in the applicable Settlement
Agreement. Notwithstanding the foregoing, any provisions of any Settlement Agreement that
expressly or necessarily must survive termination of the Settlement Agreement shall remain in
effect as to the parties to such Settlement Agreement and their counsel only, including any
provisions concerning the return of the applicable Settlement Fund.
14. No later than fourteen (14) days before the Fairness Hearing (to be set by the
Court by separate order at a later date), Settling Defendants shall file with the Court a notice of
their compliance with the notice requirements of the Class Action Fairness Act, 28 U.S.C.
§1715, et seq. (“CAFA”). As of the entry of t his Order multiple Defendants have filed Notice
of Compliance with the CAFA. (Doc. Nos. 1271, 1274, and 1278).
15. The Court retains exclusive jurisdiction over the Action to consider all further
matters arising out of, or relating to, the Settlement Agreements including, by way of illustration
and not limitation, any disputes arising under the Settlement Agreements and the enforcement
of any Settlement Agreement.
16. Pending the Court’s final determination of whether to approve the Settlements,
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Plaintiffs and Settlement Class Members are enjoined from prosecuting, pursuing, maintaining,
or enforcing any Released Claims against Settling Defendants in any forum. This injunction will
remain in force until the Court’s final approval of the Settlements, or until such time as the Parties
notify the Court that the Settlements have been terminated. This injunction is necessary to
protect, effectuate, and aid the Settlements, this Order, and the Court’s jurisdiction and
judgments.
17. At a later date, Plaintiffs shall submit a proposed form of notice and plan of
allocation. Plaintiffs shall update the Court on their progress in preparing for notice and
formulating the plan of allocation in their regular monthly status reports to the Court.
IT IS SO ORDERED.
_________________________________
WAVERLY D. CRENSHAW, JR.
UNITED STATES DISTRICT JUDGE
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