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United States District Court

Northern District of California

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE 

COMMISSION,

Plaintiff,

v.

SAN FRANCISCO REGIONAL CENTER 

LLC, et al.,

Defendants.

Case No. 17-cv-00223-RS 

ORDER GRANTING MOTION FOR 

PRELIMINARY INJUNCTION AND TO 

APPOINT A RECEIVER

I. INTRODUCTION

This action was initiated by the Securities Exchange Commission against defendant 

Thomas Henderson and a number of entities with which he was involved. The SEC contends 

Henderson engaged in a wide-ranging scheme to defraud at least 215 persons who have invested 

approximately $107 million in businesses under his control, along with an additional $8.9 million 

in fees. Certain of those businesses are already under the oversight of a receiver, appointed by the 

Alameda Superior Court in an action brought against Henderson by a former business partner. 

The SEC now seeks appointment of a receiver in this federal action over those and other 

businesses, as well as a preliminary injunction.

As explained below, there is only limited opposition to the request for appointment of a 

receiver, and even less to the entry of a preliminary injunction. Good cause appearing, both 

requests will be granted.

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II. BACKGROUND

A. The allegations

As alluded to above, the SEC contends that beginning in September of 2010, Henderson 

and “his companies” have defrauded more than two hundred persons of approximately $107 

million in investments in the businesses, plus an additional nearly $9 million charged as fees. The 

SEC asserts Henderson used his companies, including San Francisco Regional Center, LLC 

(“SFRC”), to entice foreign nationals to invest in specific enterprises that purportedly qualified 

under the Employment-Based Immigration Fifth Preference program (“the EB-5 program”), a 

federal program administered by the U.S. Citizenship and Immigration Services (“USCIS”). The 

EB-5 program provides a means for foreign nationals to qualify for U.S. residency by investing 

$500,000 or more in a specified project determined to have created or preserved at least 10 jobs 

for United States workers.

Over the past five years, Henderson, through SFRC, has sponsored a total of seven projects 

under the EB-5 program. He and the entities he controls solicit funds from investors using private 

placement memoranda and business plans unique to each project. Each investor contributes

$500,000 in exchange for a security interest in a limited partnership that represents it will use the 

funds to operate, or make loans to, a specific, job-creating business.

The SEC alleges that rather than using each investor’s funds in the manner investors were 

promised, Henderson siphoned off millions of dollars for his own use and to fund his non-EB-5 

business ventures. Henderson also purportedly sent millions of investors’ dollars to overseas 

marketing agents, in contravention of representations to the investors and to the law governing 

EB-5 projects. Finally, the SEC claims Henderson engaged in an elaborate “shell game” of using 

funds solicited for one EB-5 project to fund other EB-5 projects, which was contrary to 

representations to investors, who were told their investment would be used for a specific EB-5 

project. According to the SEC, these actions have not only seriously jeopardized the investors’ 

prospects for an economic return, but also their ability to obtain permanent residency through the 

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EB-5 program. 

B. The parties and interested third parties

1. Named defendants

(a) Thomas M. Henderson—the sole individual defendant, and alleged principal behind 

the purported scheme.

(b) SFRC –a company purportedly owned and/or controlled by Henderson at the time of 

the alleged wrongdoing. Henderson obtained authorization from USCIS to operate SFRC as an 

EB-5 “Regional Center” that would sponsor EB-5 projects in and around Oakland, California.

(c) Immedia, LLC—another company owned and/or controlled by Henderson into which 

and/or through which some of the investor funds were allegedly funneled.

(d) The seven limited partnerships formed to operate the EB-5 projects:

California Gold Medal, L.P

CallSocket, L.P. 

CallSocket II, L.P.

CallSocket III, L.P.

Comprehensive Care of Oakland, L.P.

NA3PL, L.P.

West Oakland Plaza, L.P

(e) Five LLCs that serve as general partners of the five respective above-listed limited 

partnerships with similar names:

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CallSocket, LLC

CallSocket II, LLC 

CallSocket III, LLC 

Comprehensive Care of California, LLC

North America 3PL, LLC

 

1

 SFRC was the general partner of the remaining two limited partnerships listed above (West 

Oakland Plaza and California Gold Medal).

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2. “Relief” defendants 

The complaint also names as “relief defendants” certain entities that are not accused of 

having directly committed any legal violations, but are alleged to be holding funds or real estate 

that was diverted from the EB-5 projects. They are:

CallSocket Holding Company, LLC;

CallSocket III Holding Company, LLC; 

Central California Farms, LLC; 

Berkeley Healthcare Dynamics, LLC;

JL Gateway, LLC 

3. Others who submitted briefs and appeared at argument

(a) Allan Young—a self-described “interested party” who apparently was Henderson’s 

partner on the CallSocket projects. Young is the named plaintiff in an individual and derivative 

action entitled Young v. Henderson that has been litigated in the Alameda County Superior

Court since July 2015. He asserts the receiver appointed in that action has already recovered more 

than $29 million of misappropriated investor funds, to date.

(b) Susan Uecker—the receiver appointed in the state court action.

(c) “The EB-5 investors”—individuals who are self-described as “foreign nationals 

primarily from China and India” and who invested in SFRC and its related entities largely for the 

purpose of obtaining permanent legal residency under the EB-5 program. 

(d) WOMAC Properties, Inc., and JLG Associates—entities associated with relief 

defendant JL Gateway, LLC. They are plaintiffs in a lawsuit WOMAC Properties, Inc., et al. v. 

San Francisco Regional Center, LLC, et al. filed in September of 2015 in Alameda County 

Superior Court.

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(e) Taylor and Patchen— a law firm that submitted a one page brief on behalf of eleven 

individuals claiming to be “interested parties” – presumably investors—in California Gold Medal, 

L.P. The brief supports and joins in the SEC’s request for a receiver.

III. DISCUSSION

A. Preliminary injunction

There is some dispute among the parties as to what standard applies in actions like this 

where the SEC seeks a preliminary injunction. The SEC proposes that it is entitled to a 

preliminary injunction if it can establish (1) a prima facie case of previous violations of the 

securities laws (2) and a reasonable likelihood that the wrong will be repeated. S.E.C. v. Unique 

Fin. Concepts, 196 F.3d 1195, 1199 n. 2 (11th Cir.1999). Although the Ninth Circuit has not 

expressly adopted this standard, it appears to be emerging as the accepted rule. See, e.g., SEC v. 

Capital Cove Bancorp LLC, 2015 WL 9704076 (C.D. Cal. 2015) (reviewing authorities and 

concluding “[i]n light of SEC’s statutory authority and the general acceptance of this standard by 

other district courts in the Ninth Circuit, the Court will apply the two-part standard in this 

matter.”)

Regardless of the precise articulation of the standard, a preliminary injunction is 

appropriate here. It may be, as some of the defendants and other interested parties have argued, 

that the SEC’s showing of a likelihood of future harm is not especially strong, but given the 

narrow scope of the relief provided by preliminary injunction, the SEC’s motion will be granted. 

The proposed injunction filed by the SEC will be signed and filed at the time the order on the 

receivership is filed.

B. Receivership

While there is dispute about who should serve as a receiver, only a few defendants or other 

parties oppose appointment of a receiver per se, at least over their own operations. Most 

strenuously, defendants Comprehensive Care of Oakland, LP and its general partner 

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Comprehensive Care of California, LLC (collectively “CompCare”) argue they are operating a 

successful and “model” EB-5 business—a nursing facility with sub-acute care certification—in 

which Henderson no longer is involved. CompCare contends appointment of a receiver could 

trigger a loan default and decertification of the facility. Defendant North America 3PL, LLC and 

relief defendant Berkeley Healthcare Dynamics, LLC (collectively “BHD”) similarly contend they 

are operating a successful warehouse business with various contractual relationships that could be 

jeopardized by the appointment of a receiver.

Non-parties WOMAC Properties, Inc., and JLG Associates argue for exclusion of relief 

defendant JL Gateway from any receivership. JL Gateway itself, however, is part of the group of 

“SFRC related entities,” that is represented by counsel in this action and that expressly does not 

oppose appointment of a receiver. 

Finally, while non-party Young supports continued state-court receivership over the 

CallSocket entities (which was imposed at his urging in the suit he brought in Alameda Superior 

Court), he argues some sort of “dual receivership” should go forward rather than have the existing 

receivership supplanted by any appointment of a receiver in this action. Young offers that he will 

cooperate to ensure that the two receiverships, and the two actions, are well-coordinated going 

forward. The CallSocket entities themselves, however, are represented in this proceeding by the 

receiver Susan Uecker (through her counsel) and do not object to appointment of a federal 

receiver. 

Having carefully considered the record and the briefing of the parties, and having taken the 

briefing of non-parties into account in the nature of amicus, the Court finds:

1. Appointment of a receiver is appropriate at this juncture except as to the CompCare 

entities and the BHD entities.

2. A “dual receivership” of any form is not appropriate. The receivership in this action 

will therefore include the CallSocket entities.

3. The most appropriate person to serve as the receiver is Susan Uecker.

4. At this point in time, Uecker will also be appointed as a monitor over the CompCare 

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and BHD entities. She will be expected to provide the Court a report within 45 days as to:

(a) whether there are reasons justifying expansion of her authority over those 

entities from “monitor” to “receiver,” and;

(b) the likelihood, if any, that her appointment as a receiver over any or all of those 

entities would cause disruption to any of those entities’ contractual relationships 

with third parties.

5. A stay of all state court actions is appropriate and necessary to effect the purposes of the 

receivership.

Accordingly, the SEC’s motion to impose a receivership in this action will be granted, as 

limited above. Within five days of the date of this order, the SEC shall submit a revised proposed 

order, approved as to form by counsel of record for all named parties in this proceeding, effecting 

the appointment of Uecker as receiver and monitor, respectively.

IV. CONCLUSION

The SEC’s motions are granted, to the extent set out above. A revised proposed order 

appointing a receiver shall be submitted as specified.

IT IS SO ORDERED.

Dated: March 23, 2017

______________________________________

RICHARD SEEBORG

United States District Judge

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