JPMorgan, Hellman & Friedman, Moelis Sued Over $1.4 Billion Deal

Snap One Holding Corp.'s financial backers and their advisers at JP Morgan Securities LLC and Moelis & Co. orchestrated a self-dealing $1.4 billion sale steering value to private equity insiders, an unsealed lawsuit says.

An investor cashed out in the transaction is suing the two investment banks, former board members at Snap One, and the company’s onetime sponsors, affiliates of Hellman & Friedman LLC. The June 2024 merger with Resideo Technologies Inc. prioritized H&F’s “aggressive push” to exit its stake over its obligation to maximize the price, according to the court complaint made public Thursday.

The investment firm’s voting control and dominance over Snap One’s board gave it an “iron grip on the sales process,” leading to negotiations “riddled with unfairness,” the suit in Delaware’s Chancery Court says. “Unsurprisingly, the unfair process led to an unfair merger price, shortchanging the public stockholders at the expense of H&F’s unique desire to obtain liquidity.”

Abuses of corporate control comprise a recurring theme for the elite business court, which sees a steady stream of merger litigation targeting founders, financiers, and majority shareholders. A series of court decisions cracking down on insider conflicts of interest—including a landmark $56 billion ruling against Elon Musk—recently sparked a major legislative overhaul aimed at reversing a perceived legal swing toward minority investors.

H&F, JPMorgan, and Moelis declined to comment through spokespeople Thursday. Resideo, which isn’t named as a defendant, didn’t immediately respond to a request for comment. Snap One sells internet-enabled home appliances.

Contrived Urgency

According to the shareholder lawsuit, H&F launched the sale process as the fund holding its Snap One stake approached the end of a planned 10-year life cycle. The private equity firm manufactured a contrived sense of urgency to justify a transaction that was entirely about its investment horizon, the unsealed filing says.

The deal advisers then relied on “manipulated guidance” to justify a price near the bottom of their valuation ranges, while H&F exploited its control to force the deal through without giving public shareholders any say, the suit says. Compounding the problems, investors seeking information on the deal allegedly discovered afterward that key board committees had kept woefully deficient minutes.

“Given H&F’s pervasive conflicts,” it’s “shocking that both the board and transaction working group failed to honor the most basic of corporate formalities,” according to the proposed class action, which seeks money damages on behalf of former Snap One investors.

The lawsuit was originally filed under seal June 20 by George Assad, who’s represented by Block & Leviton LLP. H&F, its bankers, and the former board members haven’t yet made court appearances.

The case is Assad v. Hellman & Friedman LLC, Del. Ch., No. 2025-0699, 6/26/25.