Page 1 - [PROPOSED] ORDER GRANTING RECEIVER’S MOTION (1) FOR 

APPROVAL OF BIDDING PROCEDURES, BREAK-UP FEE, AND 

CEDAR SPRINGS CAPITAL AS STALKING HORSE BIDDER, and 

(2) TO SCHEDULE FINAL SALE HEARING 

SCHWABE, WILLIAMSON & WYATT, P.C.

Attorneys at Law 

Pacwest Center 

1211 SW 5th Ave., Suite 1900 

Portland, OR 97204 

Telephone: 503.222.9981 

Fax: 503.796.2900 

PDX\129912\215141\AP\19475815.6

Troy D. Greenfield, OSB #892534 

Email: tgreenfield@schwabe.com 

Joel A. Parker, OSB #001633

Email: jparker@schwabe.com 

Jeffrey S. Eden, OSB #851903

Email: jeden@schwabe.com 

Schwabe, Williamson & Wyatt, P.C. 

Pacwest Center 

1211 SW 5th Ave., Suite 1900 

Portland, OR 97204 

Telephone: 503.222.9981 

Facsimile: 503.796.2900 

Ivan B. Knauer (Admitted Pro Hac Vice)

Email: knaueri@pepperlaw.com 

Brian M. Nichilo (Admitted Pro Hac Vice)

Email: nichilob@pepperlaw.com 

Pepper Hamilton, LLP 

600 14th Street, NW, Suite 500 

Washington, DC 20005 

Telephone: 202. 220.1219 

Facsimile: 202. 220.1665 

Attorneys for the Receiver for Defendants 

AEQUITAS MANAGEMENT, LLC; AEQUITAS HOLDINGS, 

LLC; AEQUITAS COMMERCIAL FINANCE, LLC; AEQUITAS 

CAPITAL MANAGEMENT, INC.; AEQUITAS INVESTMENT 

MANAGEMENT, LLC 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF OREGON 

PORTLAND DIVISION 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 

v. 

AEQUITAS MANAGEMENT, LLC; 

AEQUITAS HOLDINGS, LLC; 

No. 3:16-cv-00438-PK

[PROPOSED] ORDER GRANTING 

RECEIVER’S MOTION (1) FOR 

APPROVAL OF BIDDING PROCEDURES, 

BREAK-UP FEE, AND CEDAR SPRINGS 

CAPITAL AS STALKING HORSE 

BIDDER, and (2) TO SCHEDULE FINAL 

SALE HEARING 

Case 3:16-cv-00438-PK Document 325 Filed 12/16/16 Page 1 of 9
Page 2 - [PROPOSED] ORDER GRANTING RECEIVER’S MOTION (1) FOR 

APPROVAL OF BIDDING PROCEDURES, BREAK-UP FEE, AND 

CEDAR SPRINGS CAPITAL AS STALKING HORSE BIDDER, and 

(2) TO SCHEDULE FINAL SALE HEARING 

SCHWABE, WILLIAMSON & WYATT, P.C.

Attorneys at Law 

Pacwest Center 

1211 SW 5th Ave., Suite 1900 

Portland, OR 97204 

Telephone: 503.222.9981 

Fax: 503.796.2900 

PDX\129912\215141\AP\19475815.6

AEQUITAS COMMERCIAL FINANCE, 

LLC; AEQUITAS CAPITAL 

MANAGEMENT, INC.; AEQUITAS 

INVESTMENT MANAGEMENT, LLC; 

ROBERT J. JESENIK, BRIAN A. OLIVER; 

and N. SCOTT GILLIS, 

Defendants.

This matter having come before the Honorable Paul Papak on Receiver’s Motion for 

Orders: (1) Scheduling Hearing to Approve Sale of Assets; (2) Approving Cedar Springs Capital 

as Stalking Horse Bidder; (3) Approving Break-Up Fee; (4) Approving Bidding Procedures; and 

(5) Approving the Sale of Assets Free and Clear of All Liens, Claims, Encumbrances and 

Interests (CCM Capital Opportunities Fund, LP) (the “Motion”) [Dkt. 323], on the terms set 

forth in the Purchase and Sale Agreement, and the Court, having given all counsel an opportunity 

to oppose the Motion and being fully advised in the premises, now, therefore, 

THE COURT FINDS as follows: 

A. On March 10, 2016, the Securities and Exchange Commission (“SEC”) filed a 

complaint in this Court against the five entity defendants and three individual defendants, Robert 

J. Jesenik, Brian A. Oliver, and N. Scott Gillis. 

B. On March 16, 2016, pursuant to the Stipulated Interim Order Appointing 

Receiver, the Receiver was appointed as receiver for the Receivership Entity1 on an interim 

basis. On April 14, 2016, pursuant to the Order Appointing Receiver, the Receiver was 

appointed as receiver of the Receivership Entity on a final basis. 

\ \ \ 

\ \ \ 

 

 1

 Capitalized terms not otherwise defined in this Order shall have the meanings ascribed to them in the 

Motion. 

Case 3:16-cv-00438-PK Document 325 Filed 12/16/16 Page 2 of 9
Page 3 - [PROPOSED] ORDER GRANTING RECEIVER’S MOTION (1) FOR 

APPROVAL OF BIDDING PROCEDURES, BREAK-UP FEE, AND 

CEDAR SPRINGS CAPITAL AS STALKING HORSE BIDDER, and 

(2) TO SCHEDULE FINAL SALE HEARING 

SCHWABE, WILLIAMSON & WYATT, P.C.

Attorneys at Law 

Pacwest Center 

1211 SW 5th Ave., Suite 1900 

Portland, OR 97204 

Telephone: 503.222.9981 

Fax: 503.796.2900 

PDX\129912\215141\AP\19475815.6

C. Due, timely, and adequate notice of the Motion was given, and such notice was 

good, sufficient, and appropriate under the circumstances. No other or further notice of the 

Motion is or shall be required. 

D. The Court having reviewed the Motion, and having considered the presentations 

of counsel, and having considered any objections filed to the Motion, and it appearing that the 

relief sought in the Motion is in the best interest of the Receivership Entity and its estate, and for 

good cause shown, 

IT IS HEREBY ORDERED AND DECREED as follows. 

1. Cedar Springs Special Opportunities IV, LP, and CSC Spec Opps IV GP, LLC, 

are approved as the “Stalking Horse Bidder,” per the terms set forth in the Purchase and Sale 

Agreement. 

2. The Bidding Procedures are approved in their entirety. The Bidding Procedures 

are attached and incorporated at Exhibit 1. 

3. The Break-Up Fee is deemed reasonable and is hereby approved. 

4. The deadline to file objections to the Motion or entry of the Final Sale Order is 

January ___, 2017 (the “Objection Deadline”). 

5. The Final Hearing to approve the Sale, including a sale to a Successful Bidder, is 

hereby scheduled for January ___, 2017, at ______ __.m. (Pacific time). 

6. All objections to the relief granted in this Motion that have not been withdrawn, 

waived, settled, or expressly reserved pursuant to the terms of this Order are hereby overruled. 

7. This Court shall retain jurisdiction over any issues relating to the Motion and to 

enforce this Order. 

\ \ \ 

\ \ \ 

\ \ \ 

Case 3:16-cv-00438-PK Document 325 Filed 12/16/16 Page 3 of 9
Page 4 - [PROPOSED] ORDER GRANTING RECEIVER’S MOTION (1) FOR 

APPROVAL OF BIDDING PROCEDURES, BREAK-UP FEE, AND 

CEDAR SPRINGS CAPITAL AS STALKING HORSE BIDDER, and 

(2) TO SCHEDULE FINAL SALE HEARING 

SCHWABE, WILLIAMSON & WYATT, P.C.

Attorneys at Law 

Pacwest Center 

1211 SW 5th Ave., Suite 1900 

Portland, OR 97204 

Telephone: 503.222.9981 

Fax: 503.796.2900 

PDX\129912\215141\AP\19475815.6

8. This Order shall be binding in all respects on the Receiver, the LP Sellers, the GP 

Sellers, the Lender, the Stalking Horse Bidder, all creditors and interest holders of the 

Receivership Entity, and their successors and assigns. 

Dated this ______ day of ________________, 2016. 

 

 United States Magistrate Judge Paul Papak 

SUBMITTED BY: 

SCHWABE, WILLIAMSON & WYATT, P.C. 

By: /s/ Alex I. Poust 

Troy D. Greenfield, OSB #892534 

tgreenfield@schwabe.com 

Joel A. Parker, OSB #001633 

jparker@schwabe.com 

Alex I. Poust, OSB #925155

apoust@schwabe.com 

Telephone: 503.222.9981 

Facsimile: 503.796.2900 

Ivan B. Knauer (Admitted Pro Hac Vice) 

knaueri@pepperlaw.com 

Brian M. Nichilo (Admitted Pro Hac Vice)

nichilob@pepperlaw.com 

PEPPER HAMILTON LLP 

600 Fourteenth Street, N.W. 

Washington, DC 2005 

Tel: (202) 220-1665 

Attorneys for the Receiver for Defendants 

Aequitas Management, LLC, Aequitas 

Holdings, LLC, Aequitas Commercial Finance, 

LLC, Aequitas Capital Management, Inc., and 

Aequitas Investment Management, LLC 

Case 3:16-cv-00438-PK Document 325 Filed 12/16/16 Page 4 of 9
1 – BIDDING PROCEDURES 

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EXHIBIT 1 

BIDDING PROCEDURES 

1. The Receiver1 shall be entitled to solicit additional offers for the Property from 

prospective bidders (each, an “Alternative Bid”) for fourteen (14) calendar days following the 

date of entry of the Bid Procedures Order (the “Notice Period”) and, subject to the receipt from 

the prospective bidders of appropriate confidentiality agreements, provide necessary and 

requested due diligence to such prospective bidders. The following terms and procedures shall 

govern the submission of Alternative Bids for the Property: 

(i) Alternative Bid Deadline. Each Alternative Bid must be provided to the 

Receiver not later than 12:00 Noon Pacific Time on the date that the 

Notice Period expires (the “Bid Deadline”). 

(ii) Qualified Alternative Bid. The Receiver will consider an Alternative Bid 

only if the Alternative Bid is a “Qualified Alternative Bid.” Without 

limiting or altering the terms of the Purchase and Sale Agreement, to be a 

Qualified Alternative Bid, an Alternative Bid must: 

a. identify the proponent of the Alternative Bid and an officer or 

representative who is duly authorized in all respects to appear, act 

on behalf of, and legally bind such proponent (an ”Authorized 

Representative”); 

b. provide for the purchase of all of the Property, and shall otherwise 

be on substantially the same or better terms as those set forth in the 

Purchase and Sale Agreement, in the Receiver’s sole discretion; 

provided, however, that an Alternative Bid shall not provide for the 

payment of a break-up fee or overbid protections because no 

bidders other than the Stalking Horse Bidder will be entitled to 

receive a break-up fee and/or any reimbursement of expenses or 

transaction costs; 

c. be accompanied by an executed purchase and sale agreement in the 

form substantially the same as the Purchase and Sale Agreement, 

except that the structure may be changed so long as the value 

 

1

 Capitalized terms not otherwise defined in these Bidding Procedures shall have the meanings ascribed to them in 

the Receiver’s Motion for Orders: (1) Scheduling Hearing to Approve Sale of Assets; (2) Approving Cedar Springs 

Capital as Stalking Horse Bidder; (3) Approving Break-Up Fee; (4) Approving Bidding Procedures; and (5) 

Approving The Sale of Assets Free and Clear of All Liens, Claims, Encumbrances and Interests. [Dkt. 323]. 

Case 3:16-cv-00438-PK Document 325 Filed 12/16/16 Page 5 of 9
2 – BIDDING PROCEDURES 

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delivered to the Seller is at least $55,000,000.00, payable in cash at 

closing, inclusive of the Break-Up Fee; 

d. be a firm offer and not contain any contingencies other than those 

contained in the Purchase and Sale Agreement, to the validity, 

effectiveness or binding nature of the offer, including without 

limitation, contingencies for financing, due diligence or inspection; 

e. be accompanied by financial information for the prospective 

bidder, including but not limited to financial statements including 

the prospective bidder’s balance sheet or such other information 

sufficient to enable the Receiver to determine such bidder’s 

creditworthiness and ability to pay the purchase price and close a 

sale; provided, however, determination that the bidder has met this 

qualification shall be in the sole discretion of the Receiver; 

f. be open and irrevocable through the conclusion of the Final 

Hearing unless (1) extended by agreement of the parties or the 

terms of these Bidding Procedures, or (ii) the Qualified Alternative 

Bid is designated a Back-Up Bid, which shall then remain open 

until twenty (20) calendar days following the date that the Final 

Sale Order becomes a non-appealable order. 

2. If the Receiver receives one or more Qualified Alternative Bids, the Receiver 

shall conduct an auction (the “Auction”) at the offices of Schwabe, Williamson & Wyatt, 1211 

SW Fifth Avenue, Suite 1900, Portland, OR 97204 at 10:00 a.m. (Pacific time) on the first (1st) 

business day following the expiration of the Notice Period, or such later time and date and/or 

such other place as the Receiver shall notify all bidders who have submitted Qualified 

Alternative Bids (together, “Qualified Alternative Bidders”) and the Stalking Horse Bidder. The 

following procedures will apply to the Auction: 

(i) Only the following parties and their counsel shall be permitted to attend 

the Auction: the Stalking Horse Bidder, Qualified Alternative Bidders, and 

the Receiver. Only the Stalking Horse Bidder and Qualified Alternative 

Bidders, including through their counsel, shall be permitted to make any 

additional bids (“Subsequent Bids”) at the Auction. 

 

Case 3:16-cv-00438-PK Document 325 Filed 12/16/16 Page 6 of 9
3 – BIDDING PROCEDURES 

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(ii) All Qualified Alternative Bidders that desire to participate in the Auction 

shall have their Authorized Representatives physically present for all 

bidding each with the understanding that the true identity of each 

Qualified Alternative Bidder shall be fully disclosed to all other Qualified 

Alternative Bidders and that all material terms, including but not limited to 

the amount, of each bid will be fully disclosed to all other bidders 

throughout the entire Auction. 

(iii) The Receiver will give the Stalking Horse Bidder, all other Qualified 

Alternative Bidders, and their counsel a copy of the highest and best 

Qualified Alternative Bid received and copies of all other Qualified 

Alternative Bids prior to the start of the Auction. In addition, the Receiver 

will inform the Stalking Horse Bidder and each Qualified Alternative 

Bidder who has expressed its intent to participate in the Auction of the 

identity of all Qualified Alternative Bidders that may participate in the 

Auction. 

(iv) Prior to the start of the Auction the Authorized Representative of the 

Stalking Horse Bidder and each Qualified Alternative Bidder shall certify, 

in writing or on the record, as follows: 

(a) Each bid it makes at the Auction shall, if accepted by the Receiver, 

constitute a binding and legally enforceable contract of the bidder 

to timely close a purchase of the Property according to the terms of 

the bid in the event an order of the Court is entered approving a 

sale based upon such bid. 

(b) No bids made by the Stalking Horse Bidder or a Qualified 

Alternative Bidder, whether before or during the Auction, shall be 

subject to any conditions or contingencies related to due diligence, 

financing, or any other further approval other than the Authorized 

Representative present at the Auction. 

(c) The Authorized Representative present for the Stalking Horse 

Bidder or a Qualified Alternative Bidder at the Auction has the full 

power and authority to act on behalf of and to legally bind the 

Stalking Horse Bidder or such Qualified Alternative Bidder for any 

bids made, and any agreements entered into at or in connection 

with the Auction. 

(d) The Stalking Horse Bidder and each Qualified Alternative Bidder 

that participates in the Auction shall authorize the Receiver to 

conditionally accept such bidder’s second-highest bid at the 

Auction as a back—up to the Successful Bid, which shall become 

binding upon and enforceable against such bidder in the event that 

the Successful Bid is approved by the Court, but such Successful 

Case 3:16-cv-00438-PK Document 325 Filed 12/16/16 Page 7 of 9
4 – BIDDING PROCEDURES 

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Bidder fails or otherwise refuses to close its purchase of the 

Property for any reason other than a material failure of 

performance by the Seller. 

(e) That the Stalking Horse Bidder and each Qualified Alternative 

Bidder has at all times proceeded in good faith in submitting its 

bids, and has not engaged in any collusion with any other person or 

bidder with respect to the Auction and related proceedings. 

3. The Receiver shall have reasonable discretion with respect to the conduct of the 

Auction. Among other things, the Receiver may announce at the Auction additional procedural 

rules that he determines to be reasonable under the circumstances (e.g. the amount of time 

allotted to make subsequent alternative bids) for conducting the Auction so long as such 

additional rules are not materially inconsistent with these Bidding Procedures and the terms, 

deadlines, and intent of the Purchase and Sale Agreement. 

(i) At the Auction, bidding shall begin with the highest and best Qualified 

Alternative Bid (the “Initial Overbidder”). The Receiver will identify the 

Initial Overbidder at the beginning of the Auction. Any subsequent bids 

must be at least $250,000 more than the immediately preceding bid and 

each such increment (including the initial increment over the Purchase 

Price) must be payable in cash (“Minimum Subsequent Overbid 

Amount”). In any of its subsequent bids, the Stalking Horse Bidder shall 

be entitled to credit bid up to the sum of the Break-Up Fee, provided that 

the Stalking Horse Bidder shall recover the sum of the Break-Up Fee 

directly from, and only from, the cash paid by the Successful Bidder in the 

event that the Court enters a sale order authorizing a sale of the Property to 

a buyer other than the Stalking Horse Bidder. 

(ii) The Auction, at the discretion of the Receiver, shall be recorded by 

stenographer or other reliable means of preserving the record of the 

Auction proceedings, and shall continue in one or more rounds of “open 

cry,” or publically announced bidding and shall conclude after each 

participating bidder has had the opportunity, within any time period 

specified by the Receiver, to submit an additional Subsequent Bid with 

full knowledge of the then-existing highest bid. 

(iii) For the purpose of evaluating the value of the consideration provided by 

each Subsequent Bid (including any Subsequent Bid by the Stalking Horse 

Bidder), the value shall be the net cash consideration payable to the Seller 

after giving effect to the Break-Up Fee that may be payable to the Stalking 

Case 3:16-cv-00438-PK Document 325 Filed 12/16/16 Page 8 of 9
5 – BIDDING PROCEDURES 

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Horse Bidder under the Purchase and Sale Agreement and the Bid 

Procedures Order. 

(iv) At the conclusion of the bidding, the Receiver shall announce his 

determination (pursuant to the following paragraph) as to the bidder (the 

“Successful Bidder”) submitting the highest and best bid (the “Successful 

Bid”), which shall be submitted to the Court for approval at the Final 

Hearing. The Stalking Horse Bidder shall be deemed a party-in-interest 

with standing to appear and be heard in connection with any motions, 

objections, hearings, or other proceedings related to the Motion, the 

Purchase and Sale Agreement, the Auction, and any Qualified Alternative 

Bid, Subsequent Bid, or the Successful Bid. 

(v) In determining the Successful Bid to submit to the Court for approval, the 

Receiver, in his sole discretion and in consultation with his professionals, 

shall determine whether a Qualified Alternative Bid constitutes a higher 

and better offer than the bid of the Stalking Horse Bidder. In making that 

determination, the Receiver may consider any and all factors associated 

with all Qualified Alternative Bids and Qualified Alternative Bidders, 

including but not limited to factors such as the likelihood and ability of the 

proposed buyer(s) to immediately consummate and close the proposed 

transactions, other timing issues, employment issues, overall value of the 

Qualified Alternative Bids, and any other material factors. 

(vi) The Court has set a deadline in the Bid Procedures Order for filing 

objections to the Motion or entry of the Final Sale Order (the “Objection 

Deadline”). Any objections to the Motion or entry of the Final Sale Order 

that are not filed with the Court by the Objection Deadline shall be 

deemed irrevocably waived and withdrawn. 

(vii) If the Receiver does not timely receive any Qualified Alternative Bids, the 

Receiver shall forthwith cancel the Auction and promptly present the Final 

Sale Order for entry by the Court at the Final Hearing. 

(viii) If, following the entry of the Final Sale Order approving a sale to the 

Successful Bidder, such Successful Bidder fails or otherwise refuses to 

consummate such sale, then the next highest or best bid shall be deemed as 

the back-up bid (the “Back-Up Bid” and, such bidder, the “Back-Up 

Bidder”) and the Seller will be obligated to effectuate a sale to the BackUp Bidder subject to the terms of the Back-Up Bid without further order 

of the Court. The Back-Up Bid shall remain open until twenty (20) 

calendar days following the date that the Final Sale Order becomes a nonappealable order. All Qualified Alternative Bids (other than the 

Successful Bid and the Back-Up Bid) shall be deemed rejected by the 

Receiver on and as of the date of entry of the Final Sale Order by the 

Court. 

Case 3:16-cv-00438-PK Document 325 Filed 12/16/16 Page 9 of 9