Full opinion text
MEMORANDUM AND ORDER LEE H. ROSENTHAL, District Judge. This is a consumer class action certified under Federal Rule of Civil Procedure 23(b)(3) for settlement. The class is large — over one hundred million payment-card holders — and dispersed across the country. Despite a vigorous notice campaign, only eleven valid claims have been filed. Damages are almost entirely in the form of cy pres payments to third-party nonprofit organizations whose work is related to class interests. This opinion addresses settlement-class certification, settlement approval, and attorneys’ fees. As part of determining a reasonable fee award, the court discounts the value of the cy pres payments to reflect the fact that the benefit to the class is indirect. In January 2009, Heartland Payment Systems, Inc. (“Heartland”) publicly disclosed that hackers had breached its computer systems and obtained confidential payment-card information for over one hundred million consumers. Lawsuits were filed in state and federal courts across the country. The Judicial Panel on Multidistrict Litigation transferred the federal cases to this court under 28 U.S.C. § 1407. (Docket Entry No. 1). Payment-card holders filed individual lawsuits and class actions, claiming that Heartland had negligently failed to protect their personal financial information from disclosure. Financial institutions that issued cards also sued Heartland, claiming that the data breach caused them to incur damages, including the costs of canceling and replacing payment cards. The cases proceeded on two tracks, one for the “Financial Institution Plaintiffs” and one for the “Consumer Plaintiffs.” In December 2009, the Consumer Plaintiffs and Heartland reached a settlement agreement (“Agreement”). (Docket Entry No. 57). After a hearing, (Docket Entry No. 82), the court in April 2010 certified a nationwide settlement class and approved notice of the Agreement, (Docket Entry No. 85). After an extensive notice campaign, eleven valid claims for losses and one objection have been filed. The Consumer Plaintiffs have moved for final approval of the Agreement, for an award of attorneys’ fees, and for incentive awards for certain plaintiffs. (Docket Entry No. 107) . The Consumer Plaintiffs filed a supporting memorandum. (Docket Entry No. 108) . Heartland filed a memorandum supporting the settlement but taking no position on the fees or incentive awards. (Docket Entry No. 109). The court held a final fairness hearing. (Docket Entry No. 110). Based on the memoranda in support of the proposed Agreement, the one objection, the parties’ arguments at the preliminary and final fairness hearings, the remainder of the record, and the relevant law, this court: (1) reviews its preliminary certification of the settlement class; (2) approves the proposed settlement; (3) approves attorneys’ fees in the amount of $606,192.50; (4) approves costs in the amount of $35,000; and (5) denies the proposed incentive awards. The reasons are explained in detail below. I. The Litigation and Proposed Settlement Agreement A. Background Heartland is a payment-card processor. It contracts with businesses to process their Visa and MasterCard transactions. The Consumer Plaintiffs are payment-card holders. The factual background can be briefly summarized: Beginning at least as early as December 2007, three hackers — an American, Albert Gonzalez, and two unknown Russians — infiltrated Heartland’s computer systems. The hackers installed programs that allowed them to capture some of the payment-card information stored on the Heartland computer systems. In late October 2008, Visa alerted Heartland to suspicious account activity. Heartland, with Visa and MasterCard and others, investigated. Heartland discovered suspicious files in its systems on January 12, 2009. A day later, Heartland uncovered the program creating those files. That program provided the hackers with access to data on the systems. On January 20, Heartland publicly announced the data breach. The hackers obtained payment-card numbers and expiration dates for approximately 130 million accounts. For some of these accounts, the hackers also obtained cardholder names. They did not obtain any cardholder addresses, however, which meant that the stolen card information generally could be used only for in-person transactions. Heartland II, 834 F.Supp.2d at 575, 2011 WL 6012598, at *2 (internal citations omitted). The Consumer Plaintiffs’ suits assert claims for negligence, breach of contract, various state statutory violations, and violations of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (Docket Entry No. 3). Aside from motions relating to appointing class counsel, the only motions filed in the Consumer Plaintiffs track were unopposed motions for extensions of time to file the master complaint. (Docket Entry Nos. 31, 53). The master complaint was to be filed by December 18, 2009. (Docket Entry No. 55). On that date, and before the Consumer Plaintiffs had filed a master complaint, the parties submitted the proposed settlement. (Docket Entry No. 57). No formal discovery occurred. Instead, the parties engaged in what Heartland’s counsel termed “confirmatory discovery.” Heartland gave counsel for the Consumer Plaintiffs over 4,000 pages relating to the data breach and allowed counsel to interview Heartland’s Chief Technology Officer. (Docket Entry No. Ill, at 9-10). B. The Proposed Settlement Agreement The proposed settlement binds “all Persons in the United States who had or have a payment card that was used in the United States between and including December 26, 2007 and December 31, 2008 (the ‘Settlement Class Period’), and who allege or may allege that they have suffered and of the Losses defined herein.” (Docket Entry No. 57, ¶ 1.20). The settlement excludes “Heartland and its officers and directors, and those Persons who timely and validly request exclusion from the Settlement Class.” (Id.) By remaining in the class, each member gives up the right to bring any action “stemming from the Heartland Intrusion” against Heartland, KeyBank National Association, Heartland Bank, and any “Related Parties” of those three entities. (See id., ¶¶ 1.16 — .18). Within ten days after preliminary court approval, Heartland had to deposit $1 million into an interest-bearing escrow account. That sum was to “be used to reimburse Settlement Class Members who are determined to have submitted Valid Claims[.]” (Id., ¶ 2.1). If the valid claims exceeded $1 million, Heartland had to deposit into the ' account an additional $500,000; if that was exhausted, another $500,000; and finally an additional $400,000. (Id., ¶ 2.1(a)). Heartland had to deposit at least $1 million and at most $2.4 million to fund the settlement. If any unpaid balance remained on the initial $1 million (and interest) after all valid claims were paid, that balance was to “be transferred to a non-profit organization(s) dedicated to the protection of consumers’ privacy rights, with emphasis on advancing the implementation of end-to-end encryption of payment card authorization transactions or similar security enhancements.” (Id., ¶ 2.1(b)). Under the Agreement, “[a] Valid Claim shall consist of only those ‘Losses’ ... that a Settlement Class Member ... proves by a preponderance of the evidence (i.e., more likely than not to be true), to have directly and proximately resulted from information relative to an Eligible Payment Card Account of such Settlement Class Member having been stolen or placed at risk as a result of the Heartland Intrusion^]” (Id., ¶ 2.2). The Agreement defines four categories of “Losses”: (1) out-of-pocket expenses from card cancellations or replacements; (2) out-of-pocket expenses from unauthorized and unreimbursed account charges; (3) out-of-pocket expenses from identity theft; and (4) “a reasonable amount for time (calculated at $10 per hour up to five (5) hours)” spent on these three types of losses. (Id., ¶ 2.2(b)). “Losses” specifically exclude “credit monitoring or insurance costs incurred by Settlement Class Members, attorneys’ fees, attorneys’ costs or attorneys’ expenses incurred by Settlement Class Members, or losses resulting from any information having been stolen or placed at risk of being stolen from an entity other than from Heartland.” (Id.). The Agreement also creates a claims process. (Id., ¶¶ 2.2(c)-(d)). Any claim must be submitted by August 1, 2011. (Id., ¶ 2.2(c)). Reimbursement is capped at $175 for any valid claim not involving identity theft and at $10,000 for any valid identity-theft claims. Each household is limited to two valid claims. (Id., ¶ 2.2(b)). The Agreement requires Heartland to pay, “subject to Court approval,” up to $725,000 for attorneys’ fees and up to $35,000 for attorneys’ costs and expenses. (Id., ¶ 7.2). It also requires Heartland to pay, again “subject to Court approval,” incentive awards of $200 to each Representative Consumer Plaintiff and $100 to all other Named Plaintiffs. The Agreement includes the following disclaimer: The Settling Parties did not discuss attorneys’ fees, costs, and expenses, or incentive awards to Representative Consumer Plaintiffs and Named Plaintiffs, as provided for in ¶¶ 7.2 and 7.3, until after the substantive terms of the settlement had been agreed upon, other than that Heartland would pay reasonable attorneys’ fees, costs, and expenses, and incentive awards to Representative Consumer Plaintiffs and named Plaintiffs as may be agreed to by Heartland and Co-Lead Settlement Class Counsel, and/or as ordered by the Court, or, in the event of no Agreement, then as ordered by the Court. Heartland and Co-Lead Settlement Class Counsel then negotiated and agreed [to these provisions.] (Id., ¶ 7.1). The Agreement explains how class members may object, (id., ¶ 5.1), and how they may opt out of the class, (id., ¶¶4.1-.2). C. The Record After the first fairness hearing, (Docket Entry No. 82), the court preliminarily certified the settlement class and approved class notice. (Docket Entry No. 85). According to Cameron Anzari, the Director of Notice for Hilsoft Notifications, the court-appointed company tasked with helping write the notices and designing and carrying out the notice campaign, the notices “reached at least 81.4% of potential Settlement Class Members an estimated 2.5 times through a combination of notice placements in newspaper supplements, consumer magazines and on selected websites.” (Docket Entry No. 106, ¶ 6(a)). One class member, Michael Kostka, filed a pro se objection. He appears to suggest that the data breach did not actually harm most consumers in the class, making the settlement unfair to Heartland. (Docket Entry No. 100). The Consumer Plaintiffs moved for final court approval of the settlement, fees, costs and expenses, and incentive awards. (Docket Entry No. 107). Under Federal Rule of Civil Procedure 23(e), this court held a final fairness hearing on the Agreement on December 13, 2010. (Docket Entry No. 110). Heartland advised that as of December 9, class members had filed 290 claims. Heartland estimated that perhaps 11 of those claims were valid. (Docket Entry No. Ill, at 6). Counsel for the Consumer Plaintiffs did not disagree with this estimate. Almost all of the $1 million Heartland committed to deposit in the settlement fund would be transferred to the designated nonprofit organizations under the Agreement’s cy pres provision. (Id., at 4-5, 17). The parties had agreed to divide the cy pres funds evenly among three nonprofit organizations: Smart Card Alliance, which promotes the use of chip- and-pin technology in payment cards; the Secure POS Vendor Alliance, which promotes the implementation of end-to-end encryption and other security measures for payment cards; and the Financial Services Information Sharing Analysis Center, which notifies financial institutions about data intrusions and how to prevent them. (Id., at 17-22). After the final fairness hearing, the Consumer Plaintiffs filed detailed reports showing them attorneys’ time, costs, and expenses for this case. (Docket Entry No. 113) . Heartland filed an affidavit explaining its previous contributions to the three organizations proposed as recipients of the cy pres payments. (Docket Entry No. 114) . This affidavit also explained that any cy pres funds paid to these organizations would be in addition to Heartland’s normal annual contributions to them. (Id., ¶ 4). Class certification, settlement approval, and the fee and incentive awards are each analyzed below. II. Class Certification The Consumer Plaintiffs previously moved to certify a settlement class. (Docket Entry No. 75). The proposed class consisted of: all persons in the United States who had or have a payment card that was used in the United States between and including December 26, 2007 and December 31, 2008 (the “Settlement Class Period”), and who allege or may allege that they have suffered any of the Losses defined herein. Excluded from the definition of Settlement Class are Heartland and its officers and directors, and those Persons who timely and validly request exclusion from the Settlement Class. (Docket Entry No. 75, ¶ 7 (quoting Docket Entry No. 57, ¶ 1.20)). After the preliminary fairness hearing, this court certified the class, noting that the evidence received at the final fairness hearing still had to be considered. (Docket Entry No. 85, ¶ 4). Reviewing the certification on the basis of all the parties’ submissions and the final fairness hearing is appropriate. Class certification requires a “rigorous analysis of Rule 23 prerequisites.” Madison v. Chalmette Ref., L.L.C., 637 F.3d 551, 554 (5th Cir.2011) (internal quotation marks omitted) (citing Gen. Tel. Co. v. Falcon, 457 U.S. 147, 161, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982)). The rigor required does not diminish in the settlement-class context. See Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 620, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997). A district court may not “substitute the fairness inquiry of Rule 23(e) for the certification requirements of Rule 23(a) and (b).” Thomas v. Albright, 139 F.3d 227, 235 (D.C.Cir.1998) (discussing Amchem). “[T]he party seeking certification [ ] bears the burden of establishing that the requirements of Rule 23 have been met.” Madison, 637 F.3d at 554-55 (internal quotation marks omitted). But “[t]he fact that a settlement has been reached is, of course, relevant.” Smith v. Sprint Commc’ns. Co., 387 F.3d 612, 614 (7th Cir.2004). A court need not determine under Rule 23(b)(3)(D) whether the proposed settlement class action would be manageable for trial. Amchem, 521 U.S. at 620, 117 S.Ct. 2231. The class-certification analysis may require consideration of the suit’s underlying merits. Wal-Mart Stores, Inc. v. Dukes, — U.S. -, 131 S.Ct. 2541, 2551-52, 180 L.Ed.2d 374 (2011). A merits inquiry must be “limited to those aspects relevant to making the certification decision on an informed basis.” Sullivan v. DB Invs., Inc., 667 F.3d 273, 305 (3d Cir.2011) (en banc) (quoting Fed. R. Civ. P. 23 Committee Notes (2003)); see also Taylor v. Unit ed Parcel Serv., Inc., 554 F.3d 510, 520 (5th Cir.2008) (discussing the “limited inquiry” into the merits). The Fifth Circuit has indicated that the preponderance standard applies to the Rule 23 determination. See Alaska Elec. Pension Fund v. Flowserve Corp., 572 F.3d 221, 228-29 (5th Cir.2009) (per curiam). The Second and Third Circuits require the party seeking class certification to satisfy each Rule 23 requirement by a preponderance of the evidence. See Novella v. Westchester Cnty., 661 F.3d 128, 148-49 (2d Cir.2011) (citing In re Initial Pub. Offerings Securities Litig., 471 F.3d 24, 41 (2d Cir.2006)); Gates v. Rohm & Haas Co., 655 F.3d 255, 262 (3d Cir.2011) (citing In re Hydrogen Peroxide Antitrust Litig., 552 F.3d 305, 320 (3d Cir.2008)). Other circuits state the standard less clearly. See, e.g., DG ex rel. Stricklin v. Devaughn, 594 F.3d 1188, 1194 (10th Cir.2010) (“The party seeking class certification bears the burden of proving Rule 23’s requirements are satisfied.”). In this case, the Consumer Plaintiffs have met their burden of establishing the Rule 23 requirements by a preponderance of the evidence. A. Rule 23(a) Any proposed class must meet four requirements: (1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests of the class. Fed. R. Crv. P. 23(a). These requirements “effectively limit the class claims to those fairly encompassed by the named plaintiffs claims.” Dukes, 131 S.Ct. at 2550 (internal quotation marks omitted). 1. Numerosity The proposed class encompasses at least one hundred million individuals, spread throughout the United States. The numerosity requirement is satisfied. 2. Commonality Under previous Fifth Circuit precedent, commonality required “one common question of law or fact” to the class. James v. City of Dallas, Tex., 254 F.3d 551, 570 (5th Cir.2001). In Wal-Mart Stores v. Dukes, the Supreme Court held that the mere “raising of common ‘questions’ of law or fact” is no longer sufficient. 131 S.Ct. at 2551 (quoting Richard A. Nagareda, Class Certification in the Age of Aggregate Proof, 84 N.Y.U. L. Rev. 97, 132 (2009)). The Dukes Court explained that commonality requires classwide proceedings to have the ability “to generate common answers apt to drive the resolution of the litigation.” Id. (quoting Nagareda, Class Certification, 84 N.Y.U. L. Rev. 97, 132 (emphasis in original)); see also American Law Institute, Principles of the Law of Aggregate Litigation § 2.02 cmt. a (2010) [“Aggregate Litigation”] (stating that “courts should consider whether aggregate treatment of a common issue by way of a class action will materially advance the resolution of multiple civil claims by addressing the core of the dispute in a manner superior to other realistic procedural alternatives such that aggregate treatment would generate significant judicial efficiencies”). Dukes does not require that all questions of law and fact be common, Ellis, 657 F.3d at 981, or that each class member have “suffered a violation of the same provision of law,” Dukes, 131 S.Ct. at 2551. Instead, “[t]heir claims must depend upon a common contention .... That common contention, moreover, must be of such a nature that it is capable of classwide resolution — which means that determination of its truth or falsity will resolve an issue that is central to the validity of each one of the claims in one stroke.” Id. Commonality “is informed by the defendant’s conduct as to all class members and any resulting injuries common to all class members!.]” Sullivan, 667 F.3d at 297. “The focus in the settlement context should be on the conduct (or misconduct) of the defendant and the injury suffered as a consequence.” Id. at 335 (Scirica, J., concurring). Applying Dukes, two recent circuit cases have found commonality satisfied. In Sullivan v. DB Investments, plaintiffs filed class actions alleging that De Beers, “the dominant participant in the wholesale market for gem-quality diamonds throughout much of the twentieth century,” had “exploited its market dominance to artificially inflate the prices of rough diamonds.” Id. at 286 (majority opinion). These class-action lawsuits alleged that De Beers’s conduct violated state and federal antitrust law and state consumer-protection statutes, and constituted unjust enrichment, unfair business practices, and false advertising under state law. The suits were transferred under MDL for pretrial management. The plaintiffs fell into two categories: those who bought directly from De Beers or a De Beers competitor, and those who purchased diamonds from a direct purchaser (such as consumers). De Beers reached settlements with both the direct- and indirect-purchasers classes. Id. at 286-88. The district court, over substantial objections, certified the nationwide classes for settlement and approved the settlement. Id. at 290-91. On appeal, the Third Circuit reversed based on the fact that some of the states precluded any recovery for indirect purchasers, who nonetheless would recover under the settlement. The class successfully sought en banc rehearing. The main question before the en banc court was whether these state-law variations precluded finding predominance. A subsidiary issue was whether the proposed classes could demonstrate commonality. The en banc court addressed commonality and predominance together because, under Third Circuit precedent, “the Rule 23(a) commonality requirement [is] incorporated into the more stringent Rule 23(b)(3) predominance requirement!.]” Id. at 297 (internal quotation marks omitted). The court found both. The classes shared common questions of fact: whether De Beers engaged in anticompetitive activity, and whether that activity resulted in artificially inflated diamond prices. “These allegations are unaffected by the particularized conduct of individual class members, as proof of liability and liability itself would depend entirely upon De Beers’s allegedly anticompetitive activities.” Id. at 300. The classes also shared common questions of law: whether De Beers’s anticompetitive activity violated federal and state antitrust law. Id. at 300 & n. 23. “Evidence for this legal question would entail generalized common proof as to the implementation of De Beers’s conspiracy, the form of the conspiracy, and the duration and extent of the conspiracy.” Id. at 300 (internal quotation marks and alteration omitted). These questions, according to the en banc court, satisfied the Dukes mandate that the common questions result in common answers. “[T]he answers to questions about De Beers’s alleged misconduct and the harm it caused would be common as to all of the class members, and would thus inform the resolution of the litigation if it were not being settled.” Id. at 299-300. In Ross v. RBS Citizens, N.A., 667 F.3d 900 (7th Cir.2012), a proposed class of over 1,000 current and former employees of Charter One, which operated over 100 banks in Illinois, alleged that the bank maintained an unofficial policy of denying overtime pay to its employees. The class asserted violations of the Fair Labor Standards Act and the Illinois Minimum Wage Law. Id. at 902-03. The district court certified the class for trial. Id. at 903. In finding that the class had demonstrated commonality, the Seventh Circuit distinguished Dukes because Ross involved a central, if unofficial, policy of denying employees’ overtime pay. “This unofficial policy is the common answer that potentially drives the resolution of this litigation.” Id. (citing Dukes, 131 S.Ct. at 2551); see also McReynolds v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 672 F.3d 482, 489-91 (7th Cir.2012) (holding that commonality was satisfied by the questions of whether Merrill Lynch’s companywide “teaming” and account-distribution policies violated Title VII’s prohibition on disparate-impact employment discrimination and distinguishing these policies from the policy of conferring discretion on each store’s manager at issue in Dukes). This case is more similar to Sullivan, Ross, and McReynolds than to Dukes. The common factual question in this case is what actions Heartland took before, during, and after the data breach to safeguard the Consumer Plaintiffs’ financial information. As in Sullivan, “the answers to questions about [Heartland]’s alleged misconduct and the harm it caused would be common as to all of the class members, and would thus inform the resolution of the litigation if it were not being settled.” 667 F.3d at 299-300; see also Ross, 667 F.3d at 908 (“To satisfy the commonality element, it is enough for plaintiffs to present just one common claim.”). Questions of law common to all class members include whether Heartland’s actions violated the Fair Credit Reporting Act. Answering the factual and legal questions about Heartland’s conduct will assist in reaching classwide resolution. Commonality is satisfied under the Dukes standard. 3. Typicality This element of Rule 23(a) “requires that the named representatives’ claims be typical of those of the class.” Langbecker v. Elec. Data Sys. Corp., 476 F.3d 299, 314 (5th Cir.2007). Typicality, according to the Fifth Circuit, does not require a complete identity of claims. Rather, the critical inquiry is whether the class representative’s claims have the same essential characteristics of those of the putative class. If the claims arise from a similar course of conduct and share the same legal theory, factual differences will not defeat typicality. James, 254 F.3d at 571 (quoting 5 James Wm. Moore et al., Moore’s Federal Practice ¶ 23.24[4] (3d ed. 2000)). The representative plaintiffs’ Fair Credit Reporting Act claim is typical of the class claim. Whether Heartland’s conduct violated the Act is common throughout the class. Because this claim revolves around Heartland’s conduct, as opposed to the characteristics of a particular class member’s claim, no individualized proof will be necessary to determine Heartland’s liability under the Act. The state-law claims also meet the typicality requirement. Although the parties did not present information about the applicable laws of the fifty states and the District of Columbia, presumably variations exist among them. District courts are divided as to when variations in state law in a multistate class action defeat typicality. In Stirman, the Fifth Circuit held that significant variations in state law may preclude a finding of typicality. “Given the differences among the state laws, it cannot be said that [the class representative]^ claims are ‘typical’ of the [multistate] class as it is currently defined[.]” Stirman v. Exxon Corp., 280 F.3d 554, 562 (5th Cir.2002). The variations in Stirman were similar to those in Sullivan: certain states did not recognize the claim that the class representatives asserted. See id. Such claim-dispositive variations are readily distinguishable from such differences as dissimilarities in specific claim elements that must be proven at trial, or differences in burdens of proof. As in Overka, the state-law claims that the Consumer Plaintiffs assert in this case — -negligence, breach of contract, and violations of state consumer-protection laws — “are recognized in some form in all jurisdictions and therefore available for all [class members.]” 265 F.R.D. at 18-19. Despite possible state-by-state variations in the elements of these claims, they arise from a single course of conduct by Heartland and a single set of legal theories. James, 254 F.3d at 571; see also Norwood v. Raytheon Co., 237 F.R.D. 581, 588 (W.D.Tex.2006) (finding typicality met because “general causation and general negligence do not depend on the nature of individual class members’ claims”). The typicality requirement of Rule 23(a) is satisfied. 4. Adequate Representation “To meet Rule 23 requirements [for adequate representation], the court must find that class representatives, their counsel, and the relationship between the two are adequate to protect the interests of absent class members.” Unger v. Amedisys Inc., 401 F.3d 316, 321 (5th Cir.2005). Counsel must be both competent and zealous in representing class interests. See, e.g., Feder v. Elec. Data Sys. Corp., 429 F.3d 125, 130 (5th Cir.2005). Class representatives “must satisfy the court that they, and not counsel, are directing the litigation. To do this, class representatives must show themselves sufficiently informed about the litigation to manage the litigation effort.” Unger, 401 F.3d at 321. Finally, “the Rule 23 adequacy inquiry also uncovers conflicts of interest between the named plaintiffs and the class they seek to represent.” Langbecker, 476 F.3d at 314 (internal quotation marks omitted); accord Amchem, 521 U.S. at 625, 117 S.Ct. 2231. “[I]ntraclass conflicts may negate adequacy under Rule 23(a)(4).” Langbecker, 476 F.3d at 315. According to the Third Circuit, adequacy of representation is the most important single factor in determining whether to certify a settlement class. See In re Prudential Ins. Co. Am. Sales Practice Litig. Agent Actions, 148 F.3d 283, 308 (3d Cir.1998) (“Indeed, the key to Amchem appears to be the careful inquiry into adequacy of representatives.”). • The dual requirements of class counsel’s competence and zeal are satisfied here. The three co-lead class counsel— Ben Barnow, Lance Harke, and Burton Finkelstein — each have extensive experience representing consumers, and other plaintiff classes, in class-action litigation. (See Docket Entry No. '9, Ex. A). Barnow and Finkelstein, in particular, also have experience representing consumer classes in similar data-breach cases. (See id.) The liaison counsel for the class, Harold Gold, also has significant experience serving as plaintiffs’ counsel in class-action and multidistrict litigation. (See id., Ex. B). Class counsel have been vigorous in representing the class, as demonstrated by their successful negotiation of a settlement with Heartland, which initially was reluctant to settle. (See Docket Entry No. 87, at 27-28). Analyzing adequacy of the class representatives focuses on whether there are intraclass conflicts between the class representatives and those they seek to represent. See Langbecker, 476 F.3d at 314. A class representative must “possess the same interest and suffer the same injury as the class members.” Amchem, 521 U.S. at 625-26, 117 S.Ct. 2231 (internal quotation marks omitted). The class representatives have the same interests, and assert the same type of injury, as the members they seek to represent. Neither Heartland nor any objector has raised any fundamental intraclass conflict, and the record discloses none. The definition of compensable “Losses” in the Agreement reduces differences in damages among class members and between the representatives and absent members. Adequacy also implicates the class representatives’ involvement in the litigation. In Unger, a securities class action, the Fifth Circuit stated that adequate representation requires the class representatives to “show themselves sufficiently informed about the litigation to manage the effort,” given that they — not class counsel — must “direct[] the litigation.” 401 F.3d at 321. The Unger court cited Berger v. Compaq Computer Corp., 257 F.3d 475, 482 (5th Cir.2001), another securities class action. The Ninth Circuit has limited the so-called Berger requirement to securities cases. See In re Cavanaugh, 306 F.3d 726, 736-37 (9th Cir.2002); see also 1 William B. Rubenstein et al., Newberg on Class Actions § 3.52 & n. 15 (5th ed. 2011); 29A Edward K. Esping et al„ Federal Procedure, Lawyers’ Edition § 70:374 (2012). The Fifth Circuit has not similarly limited Berger. In another securities case, the Fifth Circuit interpreted Berger as “identifying] a generic standard for the adequacy requirement^]” Feder, 429 F.3d at 129 (internal quotation marks omitted). The Eleventh Circuit agrees that this is a “generic standard.” See London v. Wal-Mart Stores, Inc., 340 F.3d 1246, 1254 n. 3 (11th Cir.2003). Nonetheless, Berger’s “generic standard” has not been applied in the Fifth Circuit outside the securities context. Although some district courts in the circuit have extended it beyond the securities cases, see Ogden v. AmeriCredit Corp., 225 F.R.D. 529, 532 n. 2 (N.D.Tex.2005) (discussing the Berger requirement’s applicability outside the securities context and citing cases), courts have not extended the Berger requirement to a negative-value consumer class action such as this case. Courts outside this circuit do not demand Berger’s knowledge-and-direction requirement for consumer class actions such as this suit, instead focusing on the more traditional aspects of adequacy: ensuring no intraclass conflicts and class counsel’s adequacy. “Class counsel owe a fiduciary obligation of particular significance to their clients when the class members are consumers, who ordinarily lack both the monetary stake and the sophistication in legal and commercial matters that would motivate and enable them to monitor the efforts of class counsel on their behalf.” Creative Montessori Learning Ctrs. v. Ashford Gear LLC, 662 F.3d 913, 917 (7th Cir.2011) (Posner, J.); see also generally In re Cmty. Bank of N. Va., 622 F.3d 275, 292 (3d Cir.2010); Pelt v. Utah, 539 F.3d 1271, 1288 (10th Cir.2008). As is true in many consumer-class actions comprised of negative-value individual claims, no single class member here has a sufficient stake to be closely involved in the litigation. See Creative Montessori, 662 F.3d at 917. Given the minimal individual stakes, Heartland’s general denial of wrongdoing, and the complexities of crafting a class-action settlement, individual class members cannot plausibly be expected to have significant involvement. Far more important to the determination of adequacy than the submission of perfunctory declarations or brief deposition testimony are whether class counsel can adequately represent the class (yes), and whether any intraclass conflicts make the class representatives inadequate representatives of the class (no). Given the nature of this case, the record as to class counsel, and the absence of intraclass conflicts, there is no basis to find inadequate representation merely because the Consumer Plaintiffs have not submitted evidence on the class representatives’ involvement in the litigation and the settlement. B. Rule 23(b)(3) In addition to satisfying the Rule 23(a) requirements, “[t]he proposed class must also satisfy the requirements of Rule 23(b)(1), (2), or (3).” In re Wilborn, 609 F.3d 748, 755 (5th Cir.2010). Under (b)(3), the Consumer Plaintiffs must establish that “questions of law or fact common to class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed. R. Civ. P. 23(b)(3). 1. Predominance “The Rule 23(b)(3) predominance inquiry tests whether proposed classes are sufficiently cohesive to warrant adjudication by representation.” Amchem, 521 U.S. at 623, 117 S.Ct. 2231; cf. Aggregate Litigation § 3.06 emt. a (“So long as there is sufficient commonality to establish that the class is generally cohesive, the propriety of a settlement need not depend on satisfaction of a ‘predominance’ requirement.”). The Fifth Circuit recently compared this inquiry to the commonality question: The question of predominance is more demanding than the Rule 23(a) requirement of commonality. It requires the court to assess how the matter will be tried on the merits, which entails identifying the substantive issues that will control the outcome, assessing which issues will predominate, and then determining whether the issues are common to the class. Wilborn, 609 F.3d at 755 (internal quotation marks, footnotes, and citation omitted). A threshold issue is whether variations in state law “swamp any common issues and defeat predominance.” Cole v. Gen. Motors Corp., 484 F.3d 717, 724 (5th Cir.2007) (internal quotation marks omitted). A district court’s “[fjailure to engage in an analysis of state law variations is grounds for decertification.” Id.; cf. Hanlon v. Chrysler Corp., 150 F.3d 1011, 1022 (9th Cir.1998) (“Variations in state law do not necessarily preclude a 23(b)(3) action, but class counsel should be prepared to demonstrate the commonality of substantive law applicable to all class members.” (citing Phillips Petroleum Co. v. Shutts, 472 U.S. 797, 821-23, 105 S.Ct. 2965, 86 L.Ed.2d 628 (1985))). “[V]ariations in state law do not necessarily defeat predominance[.]” Sullivan, 667 F.3d at 297. In Sullivan, the question before the en banc Third Circuit was whether variations in state law that kept class members in certain states from recovering on the class claims defeated predominance. The original panel held that the case could not be certified for settlement because such variations in the applicable law meant that the claim did “not give rise to a legal right to recovery in all of the jurisdictions implicated by a nationwide class.” Sullivan v. DB Invs., Inc., 613 F.3d 134, 151 (3d Cir.2010). On rehearing, the en banc court explained that predominance was nonetheless satisfied. The fact that the Sullivan class was certified for settlement, rather than litigation, was “a particularly important point[.]” 667 F.3d at 303. The en banc majority found that those objecting to the predominance conclusion “seem to conflate the predicate predominance analysis for certification of a settlement class with that required for certification of a litigation class, relying exclusively upon cases implicating the manageability obstacles inherent in class litigation.” Id. One of the cases cited was the Fifth Circuit’s decision in Cole, a nationwide class action arising from General Motors’s voluntary recall of certain models due to airbag defects. Three affected owners sued the auto manufacturer for breach of express and implied warranties and sought to represent everyone in the nation who owned a recalled model. 484 F.3d at 718-20. General Motors argued that the state-law variations on reliance and recovery for a latent defect defeated predominance. Id. at 725. The Fifth Circuit agreed that the class could not be certified for the purpose of litigation: [M]any of the variations in state law raise the potential for the application of multiple and diverse legal standards and a related need for multiple jury instructions. For some issues, variations in state law also multiply the individualized factual determinations that the court would be required to undertake in individualized hearings. Id. at 726. The Fifth Circuit decertified the class. The en banc court in Sullivan emphasized that because the certification was for settlement only, unlike in Cole, “the concern for manageability that is a central tenet of a litigation class is removed from the equation.” 667 F.3d at 302. The Sullivan court continued: Because we are presented with a settlement class certification, “we are not as concerned with formulating some prediction as to how [variances in state law] would play out at trial, for the proposal is that there be no trial.” [In re ] Ins. Broker. [Antitrust Litig.], 579 F.3d [241] at 269 [ (3d Cir.2009) ] (internal citations & quotations omitted).... Accordingly, ... state law variations are largely “irrelevant to certification of a settlement class,” [In re ] Warfarin [Sodium Antitrust Litig.], 391 F.3d [516] at 529 [ (3d Cir.2004) ]. Id. at 303-04 (internal footnotes omitted). The court conceded that there may be some cases in which “variations in state laws are so significant so as to defeat commonality and predominance even in a settlement class action[.]” Id. at 304 n. 30 (internal quotation marks omitted). But when “the several common questions of law or fact aris[e] from a single central issue — namely, De Beers’s alleged anticompetitive conduct and the resulting injury caused to each class member”— common issues clearly predominated over individual issues. Id. (internal quotation marks omitted). The present case is more like Sullivan than Cole, but the certification issue is much easier here than it was in Sullivan. Like Sullivan, this class is certified for settlement. Unlike Sullivan, in which numerous members objected, this proposed settlement drew only one objector. Also unlike Sullivan, any state-law variations here do not approach the level of precluding the ability of class members in certain states even to state a claim. Instead, any variations that might be present are well within the range of those affecting only trial manageability. When “[c]on-fronted with a request for settlement-only class certification, a district court need not inquire whether the case, if tried, would present intractable management problems” — such as the need to present differing proof state-by-state or for the court to formulate differing jury instructions state-by-state — “for the proposal is that there be no trial.” Amchem, 521 U.S. at 620, 117 S.Ct. 2231. As in Sullivan, this case presents several common questions of law and fact arising from a central issue: Heartland’s conduct before, during, and following the data breach, and the resulting injury to each class member from that conduct. Given the settlement posture of this case and the Fair Credit Reporting Act claim, the common questions predominate over individual issues. 2. Superiority Superiority examines whether a class action is a better vehicle for resolving a ease than other possible methods, such as individual litigation or consolidation. The Rule lists four nonexhaustive factors relevant to superiority: (A) the class members’ interest in individually controlling the prosecution or defense of separate actions; (B) the extent and nature of any litigation concerning the controversy already begun by or against class members; (C) the desirability or undesirability of concentrating the litigation of the claims in the particular forum; and (D) the likely difficulties in managing a class action. Fed. R. Civ. P. 23(b)(3). Under Amchem, this fourth factor may be disregarded in a proposed settlement-only class. 521 U.S. at 620, 117 S.Ct. 2231. The predominance and superiority inquiries are closely related. See Sacred Heart Health Sys., Inc. v. Humana Military Healthcare Servs., Inc., 601 F.3d 1159, 1184 (11th Cir.2010). “The most compelling rationale for finding superiority in a class action” is “the existence of a negative value suit[.]” Castano v. Am. Tobacco Co., 84 F.3d 734, 748 (5th Cir.1996). The finding that common issues of law and fact predominate over individual issues, and the fact that this suit is a consumer class action comprised of negative-value suits, are important. Superiority is satisfied. C. Conclusion as to Rule 23 Requirements The proposed class meets the Rule 23 requirements for certification as a settlement-only class action. The motion for class certification, for the purpose of settlement, is granted. III. Settlement Review Federal Rule of Civil Procedure 23(e) requires court approval of a class settlement and establishes certain procedures: (1) The court must direct notice in a reasonable manner to all class members who would be bound by the proposal. (2) If the proposal would bind class members, the court may approve it only after a hearing and on finding that it is fair, reasonable, and adequate. (3) The parties seeking approval must file a statement identifying any agreement made in connection with the proposal. (4) If the class action was previously certified under Rule 23(b)(3), the court may refuse to approve a settlement unless it affords a new opportunity to request exclusion to individual class members who had an earlier opportunity to request exclusion but did not do so. (5) Any class member may object to the proposal if it requires court approval under this subdivision (e); the objection may be withdrawn only with the court’s approval. Fed. R. Civ. P. 23(e). The court addresses each of these five requirements, with the (e)(2) fairness requirement discussed last. A. Notice “There are no rigid rules to determine whether a settlement notice satisfies constitutional or Rule 23(e) requirements[.]” Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 114 (2d Cir.2005). Instead, “a settlement notice need only satisfy the broad reasonableness standards imposed by due process.” In re Katrina Canal Breaches Litig., 628 F.3d 185, 197 (5th Cir.2010) (internal quotation marks omitted). Due process is satisfied if the notice provides class members with the “information reasonably necessary for them to make a decision whether to object to the settlement.” Id.; see also Wal-Mart Stores, 396 F.3d at 114 (explaining that “the settlement notice must fairly apprise the prospective members of the class of the terms of the proposed settlement and of the options that are open to them in connection with the proceedings” (internal quotation marks omitted)); Aggregate Litigation § 3.04(a) (“The purpose of a notice of a proposed class settlement is to set forth the major contours of the proposal and to inform class members of their right to attend the fairness hearing and to lodge written objections by a prescribed date should they so desire.”). In moving for preliminary approval of the settlement, the Consumer Plaintiffs submitted proposed summary and detailed notices. (Docket Entry No. 76, Ex. 4). They also submitted the affidavit of Cameron Azari, the Director of Noticing for Hilsoft Notifications, a company that specializes in class-action notices with extensive experience in court-directed notice plans, (Docket Entry No. 76, Azari Aff.); Hilsoft’s curriculum vitae, (Docket Entry No. 76, Ex. 1); Hilsoft’s summary of the notice plan, (Docket Entry No. 76, Ex. 2); and a list of newspapers in which the notice would appear, (id., Attach. B). After a preliminary fairness hearing, (Docket Entry No. 82), the court approved the proposed notice and notice plan as “the best notice practicable under the circumstances[.]” (Docket Entry No. 85, ¶ 12). Individual notice could not be provided through reasonable efforts. Heartland did not have the names and addresses of those affected by the data breach and could not reasonably request this information for 130 million accounts from the issuer banks. (Docket Entry No. 87, at 31-32). Consistent with prevailing standards, the court ordered the “Summary Notice” form to reach a minimum of 80 percent of the proposed class. (Docket Entry No. 85, ¶11). The notice that has been given clearly complies with Rule 23(e)(l)’s reasonableness requirement. The plan proposed by Hilsoft Notifications, (see Docket Entry No. 76, Ex. 2), included summary notices placed in the two most popular Sunday newspaper supplements, Parade and USA Weekend, as well as in four popular national magazines; Internet advertisements on 2U/7 Real Media, Yahoo.com, and MSN.com; and a press release submitted to nearly 4,500 major U.S. press outlets. (Id., at 6). Each of these published notices directed potential class members to “an easy to remember domain name (www.hpscardholdersettlement.com) where Settlement Class Members can obtain information and documents about the settlement, including the Detailed Notice, Claim Forms, and Settlement Agreement, as well as other documents and information deemed necessary.” (Id.). Hilsoft Notifications analyzed the notice plan after its implementation and conservatively estimated that notice reached 81.4 percent of the class members. (Docket Entry No. 106, ¶ 32). Both the summary notice and the detailed notice provided the information reasonably necessary for the presumptive class members to determine whether to object to the proposed settlement. See Katrina Canal Breaches, 628 F.3d at 197. Both the summary notice and the detailed notice “were written in easy-to-understand plain English.” In re Black Farmers Discrimination Litig., 856 F.Supp.2d 1, 29, 2011 WL 5117058, at *23 (D.D.C.2011); accord Aggregate Litigation § 3.04(c). The notice provided “satisfies] the broad reasonableness standards imposed by due process” and Rule 23. Katrina Canal Breaches, 628 F.3d at 197 (internal quotation marks omitted). B. Side Agreements Rule 23(e) requires “[t]he parties seeking approval [to] file a statement identifying any Agreement made in connection with the proposal.” Fed. R. Civ. P. 23(e)(3). This requirement does not concern disclosure of the basic settlement terms; “[i]t aims instead at related undertakings that, although seemingly separate, may have influenced the terms of the settlement by trading away possible advantages for the class in return for advantages for others.” Id. Committee Notes (2003). “The spirit of [formerly numbered] Rule 23(e)(2) is to compel identification of any agreement or understanding,” written or oral, “that might have affected the interests of class members by altering what they may be receiving or foregoing.” Manual for Complex Litigation (Fourth) § 21.631 (2004) [“Manual”]. Aside from the general settlement terms, Heartland has agreed to pay class counsel up to $725,000 and $35,000 in attorneys’ fees and costs, respectively; and to pay $200 and $100 to each representative plaintiff and named plaintiff, respectively, in incentive awards. (Docket Entry No. 57, ¶¶7.2-3). The parties have stated that they did not discuss the specific amounts of attorneys’ fees and costs and incentive awards “until after the substantive terms of the settlement had been agreed upon, other than that Heartland would pay” such reasonable fees, costs, and awards. {Id., ¶ 7.1). All the amounts are subject to court review and approval. {See id., ¶¶ 7.1-.3). C. An Additional Opt-Out Opportunity A certifying court may refuse to approve a settlement unless it provides an additional opportunity for class members to opt out. See Fed. R. Civ. P. 23(e)(4); Tardiff v. Knox Cnty., 567 F.Supp.2d 201, 209 (D.Me.2008). The 2003 amendments to the Federal Rules explain: Rule 23(e)(3) [now (e)(4) ] authorizes the court to refuse to approve a settlement unless the settlement affords a new opportunity to elect exclusion in a case that settles after a certification decision if the earlier opportunity to elect exclusion provided with the certification notice has expired by the time of the settlement notice. A decision to remain in the class is likely to be more carefully considered and is better informed when settlement terms are known. Fed. R. Civ. P. 23(e)(4) Committee Notes (2003). Rule 23(e)(4) comes into play when the opt-out opportunity expired before the members received notice of a proposed settlement. It is inapplicable here. D. Objections Class members must be provided an opportunity to object to the proposed settlement. Fed. R. Civ. P. 23(e)(5). The order preliminarily approving the settlement outlined the process for objecting. (Docket Entry No. 85, ¶ 19). Both the summary notice and detailed notice informed class members of their right to object. (Docket Entry No. 76, Ex. 2). Only one person objected. It appears that he believes that the settlement is unfair to Heartland because the breach actually did not harm most of the class members. (Docket Entry No. 100). The fact that only one objection was filed is itself significant. E. Fair, Reasonable, and Adequate Finally, “the court may approve [the proposed settlement] only after a hearing and on finding that it is fair, reasonable, and adequate.” Fed. R. Civ. P. 23(e)(2). This court held a final fairness hearing on December 13, 2010. (Docket Entry No. 110). The lone objector informed the court that he did not intend to appear. (Docket Entry No. 100, at 2). The Fifth Circuit lists six factors that a district court must consider in determining the fairness, reasonableness, and adequacy of a proposed settlement: (1) evidence that the settlement was obtained by fraud or collusion; (2) the complexity, expense, and likely duration of the litigation; (3) the stage of the litigation and available discovery; (4) the probability of plaintiffs’ prevailing on the merits; (5) the range of possible recovery and certainty of damages; and (6) the opinions of class counsel, class representatives, and absent class members. All Plaintiffs v. All Defendants, 645 F.3d 329, 334 (5th Cir.2011) (internal quotation marks omitted). These six factors are known as the “Reed factors,” after Reed v. General Motors Corp., 703 F.2d 170 (5th Cir.1983). See id. at 172. “A ‘presumption of fairness, adequacy, and reasonableness may attach to a class settlement reached in arm’s-length negotiations between experienced, capable counsel after meaningful discovery.’ ” Wal-Mart Stores, 396 F.3d at 116 (quoting Manual for Complex Litigation, Third § 30.42 (1995)); accord Nat’l Ass’n of Chain Drug Stores v. New England Carpenters Health Benefits Fund, 582 F.3d 30, 44 (1st Cir.2009); Klein v. O’Neal, Inc., 705 F.Supp.2d 632, 650 (N.D.Tex.2010) (“When considering the Reed factors, the court should keep in mind the strong presumption in favor of finding a settlement fair.” (internal quotation marks and alteration omitted)). This presumption notwithstanding, the settlement proponents bear the burden of demonstrating the settlement’s fairness. See Katrina Canal Breaches, 628 F.3d at 196. “A proposed settlement need not obtain the largest conceivable recovery for the class to be worthy of approval; it must simply be fair and adequate considering all the relevant circumstances.” Klein, 705 F.Supp.2d at 649. At the same time, “a proposed settlement in which the class receives an insubstantial payment while the fees requested by counsel are substantial could raise fairness concerns.” Aggregate Litigation § 3.05 cmt. b. The Reed factors are examined below. 1. Evidence of Fraud or Collusion “The Court may presume that no fraud or collusion occurred between counsel, in the absence of any evidence to the cpntrary.” Klein, 705 F.Supp.2d at 651 (quoting Liger v. New Orleans Hornets NBA Ltd. P’ship, Civ. A. No. 05-1969, 2009 WL 2856246, at *3 (E.D.La. Aug. 28, 2009)). There has been no suggestion of any fraud or collusion. Nor does the record support such a finding. See DeHoyos v. Allstate Corp., 240 F.R.D. 269, 287 (W.D.Tex.2007) (“[T]here are no allegations or indications of fraud or collusion.”). Counsel for Heartland has described the arm’s-length negotiations that resulted in this settlement. (See Docket Entry No. 87, at 22, 27-28; Docket Entry No. Ill, at 6). The initial negotiations occurred over approximately one-and-a-half months, resulting in a memorandum of understanding outlining the proposed settlement. (Docket Entry No. 87, at 27-28). Negotiations continued for another two months. (Docket Entry No. Ill, at 9). Given these representations, the lack of evidence showing any fraud or collusion, and Heartland’s initial position that it would not settle, this factor supports a finding that the settlement is fair, reasonable, and adequate. “It is common practice today for class counsel to negotiate a specific fee award after they have successfully negotiated the class’s recovery.” Turner v. Murphy Oil USA, Inc., 472 F.Supp.2d 830, 844 (E.D.La.2007) (citing cases). “Because the parties have not agreed to an amount or even a range of attorneys’ fees, there is no threat of the issue explicitly tainting the fairness of settlement bargaining.” Id. at 845; see also In re Combustion, Inc., 968 F.Supp. 1116, 1127 (W.D.La.1997) (“Further, testimony was presented that the matter of attorneys’ fees was not negotiated in conjunction with the settlement agreements but left for separate determination by the Court.”). Here, as in Turner, the parties negotiated and agreed to the proposed settlement before reaching the issue of attorneys’ fees. Their agreement on attorneys’ fees is subject to court review and approval. This factor supports approval of the settlement. 2. Complexity, Expense, and Duration of Litigation “When the prospect of ongoing litigation threatens to impose high costs of time and money on the parties, the reasonableness of approving a mutually-agreeable settlement is strengthened.” Klein, 705 F.Supp.2d at 651 (citing Ayers v. Thompson, 358 F.3d 356, 369 (5th Cir.2004)). Although this case was settled less than four months after this court ordered a master complaint filed, (Docket Entry No. 21), and before dispositive motions, Heartland repeatedly denied its liability and planned to file a motion to dismiss. Likely motions would have raised choice-of-law issues and required resolving somewhat novel questions of state law. Litigating this case to trial would be time consuming, and “[inevitable appeals would likely prolong the litigation, and any recovery by class members, for years.” Rodriguez v. West Pub’g Corp., 563 F.3d 948, 966 (9th Cir.2009); see also Wal-Mart Stores, 396 F.3d at 118. This second factor supports approving the settlement. 3. The Stage of Litigation and the Available Discovery Under the third Reed factor, the key issue is whether “the parties and the district court possess ample information with which to evaluate the merits of the competing positions.” Ayers, 358 F.3d at 369. “A settlement can be approved under this factor even if the parties have not conducted much formal discovery.” Klein, 705 F.Supp.2d at 653 (citing, for example, Cotton v. Hinton, 559 F.2d 1326, 1332 (5th Cir.1977)); see also Union Asset Mgmt. Holding A.G. v. Dell, Inc., 669 F.3d 632, 639 (5th Cir.2012) (agreeing with district court’s conclusion that “formal discovery is not a prerequisite to approving a settlement as reasonable”). The “Sufficiency of information does not depend on the amount of formal discovery which has been taken because other sources of information may be available to show the settlement may be approved even when little or no formal discovery has been completed.” San Antonio Hispanic Police Officers’ Org., Inc. v. City of San Antonio, 188 F.R.D. 433, 459 (W.D.Tex.1999). “The Court should consider all information which has been available to all parties.” DeHoyos, 240 F.R.D. at 292. The parties engaged in what Heartland’s counsel termed “confirmatory discovery”: Heartland shared with' counsel for the Consumer Plaintiffs over 4,000 pages about the breach and allowed an interview of its Chief Technology Officer. (Docket Entry No. Ill, at 9-10). Class counsel drew on their previous experience in similar data-breach class-action litigation. (Docket Entry No. 87, at 44). The parties have shown that they possessed sufficient information to gauge the strengths and weaknesses of the claims and defenses. Class counsel were able to determine the settlement’s adequacy in relation to the probability of success on the merits were this litigation to continue. The court is well aware of the parties’ positions in this case, the legal issues, and the risks to the Consumer Plaintiffs should litigation continue. See Stott v. Capital Fin. Servs., Inc., 277 F.R.D. 316, 344 (N.D.Tex.2011). This factor favors approval of the proposed settlement. 4. The Probability of Success on the Merits The probability of success on the merits is the most important Reed factor. Smith v. Crystian, 91 Fed.Appx. 952, 954 n. 3 (5th Cir.2004) (per curiam) (citing Parker v. Anderson, 667 F.2d 1204, 1209 (5th Cir.1982)); accord, e.g., Poplar Creek Dev. Co. v. Chesapeake Appalachia, L.L.C., 636 F.3d 235, 245 (6th Cir.2011). “In evaluating the likelihood of success, the Court must compare the terms of the settlement with the rewards the class would have been likely to receive following a successful trial.” DeHoyos, 240 F.R.D. at 287 (citing Reed, 703 F.2d at 172); see also Poplar Creek, 636 F.3d at 245 (“The likelihood of success, in turn, provides a gauge from which the benefits of the settlement must be measured.” (internal quotation marks omitted)). At the same time, a district court “must not try the case in the settlement hearings because the very purpose of the compromise is to avoid the delay and expense of such a trial.” Reed, 703 F.2d at 172 (internal quotation marks and alteration omitted). This factor favors approval of the settlement when the class’s likelihood of success on the merits is questionable. See In re Corrugated Container Antitrust Litig., 659 F.2d 1322, 1326-27 (5th Cir.1981) (affirming district court’s finding that this factor favored approving the settlement when the class faced major obstacles in, establishing proof of liability and damages); DeHoyos, 240 F.R.D. at 290 (“Because the laws of numerous states may be relevant to individual class mem