JINA CHOI (NY Bar No. 2699718)

ERIN E. SCHNEIDER (Cal. Bar No. 216114)

SHEILA E. O’CALLAGHAN (Cal. Bar No. 131032)

 ocallaghans@sec.gov

WADE M. RHYNE (Cal. Bar No. 216799) rhynew@sec.gov

BERNARD B. SMYTH (Cal. Bar No. 217741) smythb@sec.gov

Attorneys for Plaintiff

SECURITIES AND EXCHANGE COMMISSION

44 Montgomery Street, Suite 2800

San Francisco, California 94104 

Telephone: (415) 705-2500

Facsimile: (415) 705-2501

UNITED STATES DISTRICT COURT

DISTRICT OF OREGON

PORTLAND DIVISION

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

vs.

AEQUITAS MANAGEMENT, LLC; AEQUITAS 

HOLDINGS, LLC; AEQUITAS COMMERCIAL 

FINANCE, INC.; AEQUITAS CAPITAL 

MANAGEMENT, INC.; AEQUITAS INVESTMENT 

MANAGEMENT, LLC; ROBERT J. JESENIK; 

BRIAN A. OLIVER; and N. SCOTT GILLIS,

Defendants.

Case No. 

PLAINTIFF SECURITIES AND 

EXCHANGE COMMISSION’S AND 

DEFENDANTS AEQUITAS 

MANAGEMENT, LLC; AEQUITAS 

HOLDINGS, LLC; AEQUITAS 

COMMERCIAL FINANCE, INC.; 

AEQUITAS CAPITAL MANAGEMENT, 

INC. AND AEQUITAS INVESTMENT 

MANAGEMENT, LLC’S

STIPULATION REQUESTING 

PRELIMINARY INJUNCTION AND 

APPOINTMENT OF RECEIVER; AND 

JOINT REQUEST FOR TELEPHONIC 

STATUS CONFERENCE

Case 3:16-cv-00438-PK Document 2 Filed 03/10/16 Page 1 of 4
STIPULATION

2

WHEREAS on March 10, 2016, the Securities and Exchange Commission 

(“Commission”) filed an action captioned SEC v. Aequitas Management, LLC et al. (the 

“Action”) alleging defendants Aequitas Management, LLC, Aequitas Holdings, LLC, Aequitas 

Commercial Finance, LLC, Aequitas Capital Management, Inc. and Aequitas Investment 

Management, LLC, (collectively the “Entity Defendants”), violated the federal securities laws;

WHEREAS the Entity Defendants waive service of the summons and the complaint in 

this action, enter a general appearance, and admit the Court’s jurisdiction over the Entity 

Defendants and over the subject matter of this action;

WHEREAS on February 2, 2016, Aequitas Commercial Finance, LLC (“ACF”) sent a 

letter to investors informing them that ACF had been unable to keep pace with redemption 

requests since November 2015 and that ACF was meeting with investors to develop a plan to 

allow for the liquidation of ACF’s assets “in an orderly fashion over time, with an objective of 

continued quarterly distributions to investors”;

WHEREAS on February 8, 2016, ACF retained FTI Consulting, Inc., with Ronald F. 

Greenspan as engagement leader, to advise on financial matters and potential restructuring of the 

Aequitas group of companies, including overseeing a possible liquidation and wind-down of 

ACF and possibly other Aequitas companies;

WHEREAS the Entity Defendants, without admitting to any violations of federal law 

alleged in the action and expressly reserving their right to contest such allegations, agree that the 

Commission is able to make the requisite showing in order to obtain a preliminary injunction and 

the appointment of a receiver and that good cause therefore exists for the preliminary injunction 

and the appointment of a receiver;

WHEREAS the Commission and the Entity Defendants seek to convert Mr. Greenspan’s 

role into one of a Receiver for the Entity Defendants and the affiliated entities included in the 

Exhibit A to the proposed stipulated order for the purpose of facilitating an efficient, fair and 

Case 3:16-cv-00438-PK Document 2 Filed 03/10/16 Page 2 of 4
STIPULATION

3

cost effective marshaling and preserving of the assets of the Entity Defendants, subject to Court 

approval;

WHEREAS the Entity Defendants have consented to the preliminary injunctions 

prohibiting future violations of Section 17(a) of the Securities Act, 15 U.S.C. § 77q(a); and 

Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Exchange Act Rule 10b-5, 17 C.F.R. 

§ 240.10b-5; and Defendants Aequitas Capital Management, Inc. and Aequitas Investment 

Management, LLC have also consented to preliminary injunctions prohibiting future violations 

of Sections 206(1), 206(2), and 206(4) of the Advisers Act, 15 U.S.C. §§ 80b-6(1), (2) and (4), 

and Advisers Act Rule 206(4)-8, 17 C.F.R. § 275.206(4)-8, of the federal securities laws; and

WHEREAS the Entity Defendants have consented to the preliminary injunctions 

prohibiting them from participating in the issuance, offer, or sale of any securities of any entity 

under their ownership or control; and from raising funds from investors for any entity.

WHEREAS the Commission and the Entity Defendants further request the Court to 

schedule a telephonic status conference at the Court’s earliest convenience so that the Entity 

Defendants and Commission may notify the Court of other pending litigation pertaining to the 

Aequitas group of companies currently known to them. 

NOW, THEREFORE, the Commission and the Entity Defendants hereby stipulate and 

agree:

1. The Commission and Entity Defendants request the appointment of a receiver in 

order to fairly and effectively marshal and preserve assets of the Aequitas companies, 

and to ensure an orderly distribution of any assets. The Commission and Entity 

Defendants therefore request that the Court enter the Proposed Stipulated Order 

Appointing Receiver.

2. The Entity Defendants have agreed to the entry of a preliminary injunction against

future violations of the federal securities laws and prohibiting them from 

participating in the issuance, offer, or sale of any securities of any entity under their 

Case 3:16-cv-00438-PK Document 2 Filed 03/10/16 Page 3 of 4
ownership or control, and from raising funds from investors for any entity; and the 

Commission and Entity Defendants therefore request that the Court enter the 

Proposed Order Granting Stipulated Request for PreUminary Injunction as to 

Defendants Aequitas Management, LLC, Aequitas Holdings, LLC, Aequitas 

Commercial Finance, LLC, Aequitas Capital Management, Inc. and Aequitas 

Investment Management, LLC. 

3. The Commission and the Entity Defendants request the Court conduct a telephonic 

status conference on March 11, 2016, or as soon as practicable thereafter. 

STIPULATED AND AGREED TO BY: 

Dated: March 10,2016 

STIPULATION 

Is/ Bernard B. myth 

Bernard B. Smyth 

Sheila E. O'Callaghan 

Wade M. Rhyne 

SECURITIES AND EXCHANGE COMMISSION 

44 Montgomery Street, Suite 2800 

San Francisco, CA 941 04 

-2500 

~6Ivan 

PEPPER 

B. Knauer 

HAMIL TON 

~ 

LLP 

600 Fourteenth Street, N.W. 

Washington, DC 2005 

(202) 220-1665 

Attorneys for Defendants Aequitas Management, 

LLC, Aequitas Holdings, LLC, Aequitas 

Commercial Finance, LLC, Aequitas Capital 

Management, Inc. and Aequitas Investment 

Management, LLC 

4 

Case 3:16-cv-00438-PK Document 2 Filed 03/10/16 Page 4 of 4