Page 1 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

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 

Alex I. Poust, OSB #925155 

Email: apoust@schwabe.com

Lawrence R. Ream (Admitted Pro Hac Vice) 

Email: lream@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, 

No. 3:16-cv-00438-PK

RECEIVER’S MOTION FOR ORDERS: (1) 

SCHEDULING HEARING TO APPROVE 

SALE OF ASSETS; (2) APPROVING 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 1 of 22
Page 2 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

v. 

AEQUITAS MANAGEMENT, LLC; 

AEQUITAS HOLDINGS, LLC; 

AEQUITAS COMMERCIAL FINANCE, 

LLC; AEQUITAS CAPITAL 

MANAGEMENT, INC.; AEQUITAS 

INVESTMENT MANAGEMENT, LLC; 

ROBERT J. JESENIK, BRIAN A. OLIVER; 

and N. SCOTT GILLIS, 

Defendants.

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) 

LR 7-1 CERTIFICATION 

On December 7, 2016, the undersigned circulated to the approximately 58 counsel of 

record, via email, a form of this Motion1 and a proposed Bid Procedures Order that are 

substantially the same as the filed versions. The conferral requested that counsel respond by 

12:00 noon (Pacific Time) on December 14, 2016, as to whether their clients object or consent to 

the motion (the “Conferral Deadline”). Prior to the Conferral Deadline the undersigned had 

received two responses from counsel, both of which consented to the relief sought in the Motion. 

After the Conferral Deadline, the undersigned received a communication from counsel 

for defendant Robert Jesenik. That communication did not object to or consent to the Motion, 

but instead requested that the Notice Period in the proposed Bidding Procedures be extended 

from 14 days to 30-45 days. The Receiver does not consent to Mr. Jesenik’s request. As Mr. 

Jesenik’s counsel was advised, the 14-day Notice Period was negotiated by the Receiver and the 

Buyer as one of the many terms of a comprehensive purchase and sale transaction. Additionally, 

the Receiver cannot unilaterally modify the Notice Period and has been advised by the Buyer 

that it does not consent to such a change. 

In good faith compliance with LR 7-1, the parties conferred through email but were 

 1

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

Final Receivership Order, the Bidding Procedures, or the Purchase and Sale Agreement, as applicable. 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 2 of 22
Page 3 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

unable to resolve Mr. Jesenik’s proposed modification to the Bidding Procedures. The Receiver 

urges that the Bidding Procedures be approved in the form submitted herewith. 

OVERVIEW AND MOTION 

Ronald F. Greenspan, the duly appointed Receiver (“Receiver”) on behalf of each of 

Aequitas Private Client Fund, LLC, Aequitas Holdings, LLC, Aequitas Commercial Finance, 

LLC, Aequitas Capital Opportunities GP, LLC, and Aequitas Corporate Lending, LLC (together, 

the “Seller”), has reached an agreement, subject to final documentation and approval of this 

Court, with Cedar Springs Special Opportunities IV, LP, and CSC Spec Opps IV GP, LLC 

(together, the “Stalking Horse Bidder” or “Buyer”), which provides the terms for sale (“Sale”) of 

Seller’s general and limited partnership interests in CCM Capital Opportunities Fund, LP (the 

CCM Interests, defined below), certain Notes and other property (together, the “Property,” as 

defined in the Amended and Restated Agreement of Purchase and Sale dated as of December 7, 

2016 (the “Purchase and Sale Agreement”)). The Stalking Horse Bidder is prepared to close the 

Sale on or before January 18, 2017, subject to this Court’s approval of the sale terms, the bidding 

procedures and break-up fee. 

The Sale is an all cash offer in the amount of $52,000,000.00, which shall be paid at 

closing as set forth in the Purchase and Sale Agreement, a copy of which is attached as Exhibit 1 

to the accompanying Declaration of Ronald F. Greenspan (“Greenspan Decl.”). In addition to 

the Purchase Price, the Buyer has committed to a potential capital outlay of up to $21,700,000.00 

pursuant to the CCM Liquidity Offer and has committed to fund an additional $20,000,000.00 

for the CCM Follow-on Financing (as those terms are defined in the Purchase and Sale 

Agreement).2

 2

 For the absence of doubt, amounts paid and advanced pursuant to the CCM Liquidity Offer and the CCM 

Follow-on Financing will not be funds that are received by the Receivership Entity. 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 3 of 22
Page 4 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

The Receiver now moves (the “Motion”) the Court for an order 1) approving the bidding 

procedures, stalking horse bidder, and break-up fee, and 2) setting a Final Hearing for approval 

of the Sale to the Stalking Horse Bidder or a sale to a Successful Bidder after the conclusion of 

the auction, if any (the “Bid Procedures Order”). At the Final Hearing the Receiver shall request 

entry of a final order approving the sale and all associated transactions and agreements (the 

“Final Sale Order”), after any bidding and auction process has been completed. 

I. Bid Procedures Order and the Final Sale Order. 

1. The Receiver moves the court for immediate entry of the Bid Procedures Order, 

which includes the following relief: 

 (a) Schedule a final hearing on January 10, 2017, or as soon thereafter as the 

Court can schedule the hearing to authorize and approve the sale of the Property and all 

other transactions contemplated by the Purchase and Sale Agreement (the “Final 

Hearing”); 

 (b) Approval of (i) the Bidding Procedures, (ii) Buyer as the “stalking horse 

bidder,” and (iii) the Break-Up Fee (defined below) and payment thereof under the terms 

set forth in the Purchase and Sale Agreement and the Bid Procedures Order; 

 (c) Set a deadline and establish requirements and procedures for competing 

offerors to submit qualifying alternative bids, as set forth in the Bidding Procedures; and 

 (d) Set a deadline that is not less than two (2) business days prior to the date 

of the Final Hearing for filing objections to the Motion or entry of the Final Sale Order. 

2. At the Final Hearing for approval of the Sale, the Receiver will ask the Court for 

entry of the Final Sale Order, which will authorize: 

(a) the sale of the Property under the terms and conditions of an approved 

Purchase and Sale Agreement to the Stalking Horse Bidder, or another 

Successful Bidder, free and clear of all liens, claims, encumbrances and 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 4 of 22
Page 5 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

interests (“Liens”); 

(b) authorize the Receiver to repay the CP Holdings Loan; and 

(c) authorize any additional relief consistent with the foregoing and as 

necessary to allow the approved transaction to be consummated. 

3. At the Final Hearing the Receiver will also request that the Court find that: 

(a) the proposed Sale to the Stalking Horse Bidder, or sale to another 

Successful Bidder, is in the best interests of the Seller, the Receivership 

Entity, and its estate and creditors; 

(b) the proposed Sale is being proposed and, if approved, will be 

consummated pursuant to the terms of the approved Purchase and Sale 

Agreement; and 

(c) the Stalking Horse Bidder or the Successful Bidder, if any, is not an 

insider or affiliate of the Receiver or the Receivership Entity. 

4. This Motion is based upon the records and files herein and the accompanying 

Declaration of Ronald F. Greenspan. 

II. Procedural and Fact Background. 

A. Appointment of the Receiver and Description of the Property. 

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

Receiver, Mr. Greenspan was appointed as Receiver for the five entity defendants and 43 

related entities on an interim basis (the “Interim Receivership Order”) [Dkt. 30]. On April 14, 

2016, pursuant to the Order Appointing Receiver, Mr. Greenspan was appointed as Receiver of 

the five entity defendants and 43 related entities on a final basis (the “Final Receivership 

Order”) [Dkt. 156]. The five entity defendants and the 43 related entities are known as the 

Receivership Entity.3 (Greenspan Decl., ¶ 2). 

 3

 Final Receivership Order, ¶ 1. 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 5 of 22
Page 6 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

6. CCM Interests. Pursuant to the Interim Receivership Order and the Final 

Receivership Order the Receiver has, among other things, undertaken to determine the nature, 

location and value of all Receivership Property. Receivership Property includes 69.04% of the 

limited and general partnership interests in CCM Capital Opportunities Fund, LP (“CCM”), 

f/k/a Aequitas Capital Opportunities Fund, LP (the “CCM Interests”). The CCM Interests are 

held by Receivership Entities as follows: 

Receivership Entity Percentage Ownership in CCM 

Aequitas Commercial Finance, LLC 51.90% 

Aequitas Private Client, LLC 12.50% 

Aequitas Holdings, LLC 3.64% 

Aequitas Capital Opportunities GP, LLC 1.00% 

Total: 69.04% 

(Greenspan Decl., ¶ 3). 

7. Notes. Receivership Property also includes that certain Promissory Note issued 

pursuant to a Business Loan Agreement dated as of September 29, 2011, between Aequitas 

Commercial Finance, LLC (“ACF”), as lender, and CarePayment Technologies, Inc. 

(“CarePayment”), as borrower. Aequitas Corporate Lending, LLC, is the successor in interest 

to ACF’s interests in the Promissory Note and Business Loan Agreement. The approximate 

balance owing on the Notes is the principal amount of $3,483,723 plus accrued and unpaid 

interest of $350,000. (Greenspan Decl., ¶ 4). 

8. CCM is a $102 million fund formed to make control and minority investments in 

small to middle-market financial services companies. Affiliates of Aequitas Capital 

Opportunities GP, LLC (the General Partner and together with its affiliates, “Aequitas”) 

committed $69.6 million to CCM via the contribution of equity in five companies operating in 

the healthcare, education, and financial services/technology industries. Aequitas contributed 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 6 of 22
Page 7 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

equity in a sixth company to CCM after its formation and CCM has made direct investments in 

two additional companies. (Greenspan Decl., ¶ 5). 

9. Prior to negotiating the Purchase and Sale Agreement, the Receiver previously 

sought this Court’s approval to sell the CCM Interests, but excluding CCM’s ownership 

interests in CarePayment (the “Stub Portfolio Sale”). On October 31, 2016, following an 

auction, this Court entered an Order Granting Receiver’s Motion to Sell Personal Property Free 

and Clear of Liens, Interests, Claims and Encumbrances (the “Stub Portfolio Sale Order”) to 

Cedar Springs Capital, LLC and Cedar Springs Special Opportunities, LLC (together, “Cedar 

Springs”). [Dkt. 283]. (Greenspan Decl., ¶ 7). 

10. The sale approved pursuant to the Stub Portfolio Sale Order has not closed. 

Pursuant to the Agreement of Purchase and Sale approved by the Stub Portfolio Sale Order, the 

initial closing deadline was November 30, 2016, unless extended by the parties. That deadline 

was extended by mutual agreement to midnight Pacific time, on December 7, 2016. The closing 

deadline was made subject to further extension if the Receiver and Cedar Springs agreed to 

include CarePayment in the transaction.4 The parties have now reached such an agreement. 

(Greenspan Decl., ¶ 8). 

11. The Purchase and Sale Agreement is the result of multiple months of marketing 

and negotiation to sell the CCM Interests, including CCM’s interests in CarePayment, as well as 

the competitive bidding and auction procedures that resulted in the Stub Portfolio Sale Order. 

The Receiver seeks authority to implement similar bidding and auction procedures to ensure 

that the Receivership Entity will obtain the best return possible for the Property. Therefore the 

Receiver requests that the Court enter a Bid Procedures Order approving the procedures (the 

“Bidding Procedures”) in connection with the Purchase and Sale Agreement and the proposed 

Sale to the Stalking Horse Bidder. The Bidding Procedures are detailed in the proposed Bid 

 4

 Stub Portfolio Sale Order, ¶ 1(k). [Dkt. 283, at p. 12]. 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 7 of 22
Page 8 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

Procedures Order submitted herewith. (Greenspan Decl., ¶ 9). 

B. Proposed Terms of Sale. 

12. Pursuant to the Purchase and Sale Agreement the material terms of the Sale will 

include the following:

(a) Property to be Sold: Property (as defined in the Purchase and Sale 

Agreement), including all of the CCM Interests (including CCM’s 

interests in CarePayment) and the Notes. 

(b) Owners of the CCM Interests: 

 

Receivership Entity Percentage Ownership in CCM 

Aequitas Commercial Finance, LLC 51.90% 

Aequitas Private Client, LLC 12.50% 

Aequitas Holdings, LLC 3.64% 

Aequitas Capital Opportunities GP, LLC 1.00% 

Total: 69.04% 

(c) Purchase Price: $52,000,000.00, in cash at closing, as set forth in the 

Purchase and Sale Agreement. 

(d) Principal Conditions to Buyer’s Obligation to Close: The conditions to 

the Buyer’s obligation to close the Sale are set forth in Section 9 of the 

Purchase and Sale Agreement. 

(e) Buyer: Cedar Springs Special Opportunities IV, LP, and CSC Spec Opps 

IV GP, LLC, or one or more of their affiliates. 

(f) Buyer’s Relation to Receivership Entity or Receiver: None. 

(g) Higher and Better Offers. The Purchase and Sale Agreement will be 

subject to the submission by third parties of higher or better offers as set 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 8 of 22
Page 9 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

forth in the Bid Procedures Order. In order for other bidders to submit a 

Qualified Alternative Bid the bid must, among other requirements, be an 

all cash offer that is not less than $3,000,000 more than the Stalking Horse 

Bidder’s offer. As discussed below, the $3,000,000 minimum overbid 

includes payment of the break-up fee of $2,000,000 (the “Break-Up Fee”), 

and therefore will still yield not less than $1,000,000 in additional net sale 

proceeds for the Receivership Entity. 

(h) Closing Deadline: The earlier of (i) January 18, 2017, or (ii) seven (7) 

business days following the date of entry of the Final Sale Order, except if 

the Final Sale Order is entered prior to January 18, 2017, and there is an 

appeal or request for reconsideration, the Closing Deadline will be on the 

earlier of (x) three (3) business days following the date that the Final Sale 

Order is not subject to modification or reversal on appeal or (y) February 

1, 2017. 

(i) The Stalking Horse Bidder’s offer is not subject to any finance or due 

diligence conditions. 

(j) Limited representations and warranties, with standard covenants, 

indemnities and closing conditions for the purchase and assumption of the 

Property. 

 (Greenspan Decl., ¶ 10). 

13. The Purchase Price represents fair value for the Property. The proposed Sale 

delivers substantial value to the Receivership Entity, and its creditors and equity owners, 

including:

(a) Recovery of approximately $52,000,000 for the Receivership Entity and 

its stakeholders; 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 9 of 22
Page 10 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

(b) Substantial savings in not incurring the costs of an investment banker nor 

the myriad transaction costs from selling individually the assets owned by 

CCM; and 

(c) The auction and overbid component of the proposed Sale ensure that the 

$52,000,000.00 being obtained at closing for the Property is a market 

tested value. If competitive bids are received, the benefit to the 

Receivership Entity and its creditors and investors will only increase. 

(Greenspan Decl., ¶ 11). 

14. The Sale is also beneficial to non-Receivership Entity investors as follows:

(a) Buyer will offer non-Receivership Entity investors the opportunity to 

simultaneously monetize their CCM interests on the same terms that are 

being offered to Seller pursuant to the Purchase and Sale Agreement; and 

(b) Buyer will offer non-Receivership Entity investors the opportunity to 

participate in the Follow-on Financing. 

(Greenspan Decl., ¶ 12). 

15. The negotiations over the terms of the Sale were arm's-length and will be subject 

to the competitive process outlined above. The Receiver and his representatives participated 

personally in those negotiations. The Receiver believes that Buyer has at all times acted in 

good faith in connection with the sales process. The Purchase and Sale Agreement was 

proposed and negotiated in good faith after arm’s-length bargaining by the parties. The 

negotiation of the Purchase and Sale Agreement was extensive and protracted. All of the 

material terms of the proposed Sale are disclosed. No side agreements exist between or among 

any party to the transaction, and there is no relationship between the Seller and Buyer. 

(Greenspan Decl., ¶ 13). 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 10 of 22
Page 11 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

16. If a Qualified Alternative Bid is received, then after the completion of the 

auction process the Receiver will, in the sole exercise of his business judgment, determine the 

highest and best bid for the Property.

17. The SEC was notified of the intended sale and terms, and does not object to the 

proposed Sale and Bidding Procedures. (Greenspan Decl., ¶ 14).

C. The Terms of the Bidding Procedures and Break-Up Fee.5

19. Buyer will be designated as the “Stalking Horse” bidder for a period not to exceed 

14 calendar days after the date of entry of the Bid Procedures Order (the Notice Period, defined 

below). 

20. During the Notice Period, the Purchase and Sale Agreement is subject to the 

submission by third parties of higher or better offers as set forth in the Bid Procedures Order. In 

order for an alternative bid to be a Qualified Alternative Bid, the bid must, among other things: 

1) be made not later than 12:00 Noon Pacific Time on the last day of the Notice Period, 2) be in 

an amount that is not less than $55,000,000.00, to be paid in cash at closing, 3) provide for the 

purchase of all of the Property on substantially the same or better terms (as determined in the 

Receiver’s sole discretion) as those set forth in the Purchase and Sale Agreement, and 4) include 

proof, reasonably satisfactory to the Receiver in his sole discretion, of the bidder’s ability to 

close. 

21. If (i) the Receiver accepts a Qualified Alternative Bid and the Qualified 

Alternative Bid transaction closes, or (ii) the Buyer terminates the Purchase and Sale Agreement 

as a result of certain material breaches by Sellers as set forth in the Purchase and Sale Agreement 

(other than the failure of the Court to enter the Final Sale Order approving the Purchase and Sale 

Agreement), then Buyer will be entitled to the Break-Up Fee. The Break-Up Fee shall be due 

 5

 If there is any inconsistency or contradiction between the bidding procedures described in this Motion and 

the Bidding Procedures set forth in the Bid Procedures Order, the terms of the Bid Procedures Order shall control. 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 11 of 22
Page 12 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

within five (5) days following the closing of the sale of the Property to a third party bidder. 

22. In the event a Qualified Alternative Bid is received and such sale closes, the 

Receivership Entity will still realize not less than $1,000,000.00 in additional net sale proceeds 

for the Receivership Entity. 

23. The Receiver 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 Receiver proposes the following terms 

and procedures to 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, 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 12 of 22
Page 13 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

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

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 (i) 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. 

24. 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. 

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

shall have their Authorized Representatives physically present for all 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 13 of 22
Page 14 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

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 323 Filed 12/16/16 Page 14 of 22
Page 15 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

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. 

25. 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 the 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. 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 15 of 22
Page 16 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

(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 

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 this 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 shall 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 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 16 of 22
Page 17 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

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. 

D. Repayment of the CP Holdings Loan. 

26. CarePayment, as Lender, and CarePayment Holdings, LLC (“CP Holdings”), as 

Borrower, are parties to a Business Loan Agreement dated effective as of February 22, 2016, as 

amended on February 26, 2016 (the “CP Holdings Loan”). CP Holdings is part of the 

Receivership Entity. The records and files of the Receivership Entity reflect that the prereceivership balance owing on the CP Holdings Loan is the amount of $775,000, exclusive of 

accrued interest and other charges. Pursuant to the Final Receivership Order, the Receiver seeks 

authority to repay the CP Holdings Loan (Greenspan Decl., ¶ 22).

III. Points and Authorities. 

27. Pursuant to the Final Receivership Order, the Receiver may sell assets “outside 

the ordinary course of business...only with Court approval after reasonable notice under the 

circumstances and an opportunity for interested parties to be heard.” (Final Receivership Order, 

¶ 26). Here, sale of the Property is outside of the ordinary course of the Receivership Entity’s 

business, so this Court’s approval is required. 

28. Estate assets such as the Property may be sold “free and clear of any liens, claims 

or encumbrances, with such liens, claims or encumbrances attaching to the proceeds” of sale. 

(Id.). Pursuant to the Final Receivership Order, the Sale of the Property shall be free and clear of 

any and all Liens. In connection with the closing of the Sale and the satisfaction of the 

conditions contemplated therein, all Liens as of the date of the closing of the Sale shall be 

released as against the Property, and shall attach to the proceeds of Sale to the same extent, 

validity, and priority as they attached to the Property. (Greenspan Decl., ¶ 15).

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 17 of 22
Page 18 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

29. To the best of the Receiver’s knowledge, after diligent investigation, there are no 

Liens against the Property other than the following: 

(a) Terrell Group Management, LLC claims a security interest in substantially 

all of the personal property of Aequitas Corporate Lending, LLC (“ACL”), 

including ACL’s loans to CarePayment, as collateral for its loans to ACL; 

(b) LeaseDimensions, Inc., as Collateral Agent for Aequitas Commercial 

Finance Private Note Investors, claims a security interest in substantially 

all of the personal property of Aequitas Commercial Finance, LLC. 

(c) LeaseDimensions, Inc., as Collateral Agent for Aequitas Private Client 

Fund Investors, claims a security interest in substantially all of the 

personal property of Aequitas Private Client Fund, LLC; and 

(d) Aequitas Commercial Finance, LLC, claims a security interest in 

substantially all of the personal property of Aequitas Holdings, LLC. 

(Greenspan Decl., ¶ 16). 

30. The Receiver’s proposed sale of the Property free and clear of Liens is 

comparable to a bankruptcy trustee’s sale of assets in a bankruptcy proceeding under Section 363 

of the Bankruptcy Code. 11 USC § 363. That section authorizes a trustee, “after notice and a 

hearing, [to] use, sell, or lease, other than in the ordinary course of business, property of the 

estate.” 11 USC § 363(b)(1). This provision generally allows a debtor in possession to sell 

property of the estate outside the ordinary course of business where the proposed sale is within 

the sound exercise of the trustee’s business judgment and when the sale is proposed in good faith 

and for fair value. See In re Lionel Corp., 722 F2d 1063, 1070-71 (2nd Cir 1983). When a 

trustee or debtor articulates a reasonable basis for its business decisions, the “court will generally 

not entertain objections to the debtor’s conduct.” In re Johns-Manville Corp., 60 BR 612, 616 

(Bankr SDNY 1986). 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 18 of 22
Page 19 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

31. The Sale is proposed in good faith. “’Typically, the misconduct that would 

destroy a buyer’s good faith status at a judicial sale involves fraud, collusion between the buyer 

and other bidders or the trustee, or an attempt to take grossly unfair advantage of other bidders.’” 

In re Abbotts Dairies of Pennsylvania, Inc., 788 F2d 143, 147 (3d Cir 1986) (quoting In re Rock 

Indus. Mach. Corp., 572, F2d 1195, 1198 (7th Cir 1978)). Here, the Purchase and Sale 

Agreement was proposed and negotiated in good faith after arm’s-length bargaining by the 

parties. The negotiation of the Purchase and Sale Agreement was extensive and protracted. All 

of the material terms of the proposed Sale are disclosed. No side agreements exist between or 

among any party to the transaction, and there is no relationship between the Seller and the 

Stalking Horse Bidder. 

32. The proposed Sale is contractually subject to the Receiver’s receipt of higher and 

better offers through a bidding and auction process. The Receiver seeks authority to implement 

procedures to ensure that the Receivership Entity will obtain the best return possible. 

33. The proposed Bidding Procedures are in the best interest of the Receivership 

Entity, and its creditors and investors. The Bidding Procedures are designed to strike a balance 

between inviting competing bids and enabling the Receiver to close a sale with the Stalking 

Horse Bidder within a reasonable time frame. (Greenspan Decl., ¶ 17). 

34. The Break-Up Fee ($2,000,000) is approximately 3.84% of the Purchase Price, 

and falls within a customary range for such fees.6 (Greenspan Decl., ¶ 18). 

 35. In addition, the Break-Up Fee is supported by Buyer incurring and paying the 

legal and business expenses associated with the significant negotiating and drafting efforts to 

reach the Purchase and Sale Agreement, and additional expenses will be incurred to finalize the 

Purchase and Sale Agreement. Buyer also communicated in the negotiation process that it was 

 6 See Harvard Law School Forum on Corporate Governance and Financial Regulation, “Breakup FeesPicking Your Number, available at https://corpgov.law.harvard.edu/2012/09/11/breakup-fees-picking-your-number/. 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 19 of 22
Page 20 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

not willing to move forward with negotiations if a break-up fee was not part of the agreement. 

(Greenspan Decl., ¶ 19). 

36. Here, the Break-Up Fee was an integral part of the Stalking Horse Bidder’s offer. 

In fact, the Stalking Horse Bidder’s offer to purchase the Property was and remains conditioned 

on the Court’s approval of the Break-Up Fee. The Receiver submits that the Stalking Horse 

Bidder should be reasonably reimbursed for its willingness to assume the role of the “stalking 

horse” as it is the only party ready and willing to serve in such role for all of the interests in 

CCM, including CarePayment. Accordingly, the Receiver respectfully submits that this Court 

should authorize and approve the Bidding Procedures, including the Break-Up Fee. (Greenspan 

Decl., ¶ 20). 

37. The Bidding Procedures are fair, reasonable and necessary to promote the highest 

and best sale price, without imposing undue obstacles to the competitive bid process. Further, a 

receiver often employs bidding protections in order to encourage the making of an original offer 

subject to higher and/or better offers and ultimately to increase value. (Greenspan Decl., ¶ 21). 

38. Buyer has no known relation to the Receiver or the Receivership Entity. 

(Greenspan Decl., ¶ 10(f)). 

39. In short, the Sale is an arm’s-length transaction, proposed in the sound exercise of 

the Receiver’s business judgment, in good faith and for fair value. The Sale is in the best 

interests of the Receivership Entity, and its creditors and investors. 

40. Pursuant to the Final Receivership Order, the Receiver is authorized to make “any 

legally required payment to creditors...of the Receivership Entity.7

 Here, in the exercise of the 

Receiver’s business judgment, it is in the best interest of the Receivership Entity to repay the CP 

Holdings Loan. 

 7

 Final Receivership Order, ¶ 27. 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 20 of 22
Page 21 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

IV. Conclusion. 

1. For the foregoing reasons, the Receiver respectfully requests that this Court 

immediately enter the Bid Procedures Order (substantially in the form submitted herewith): 

(a) Scheduling the Final Hearing on January 10, 2017, or as soon thereafter as 

the Court can schedule the Final Hearing; 

(b) Approving (i) the Bidding Procedures, (ii) Buyer as the “stalking horse 

bidder”, and (iii) the Break-Up Fee and payment thereof under the terms 

set forth in the Purchase and Sale Agreement and the Bid Procedures 

Order; 

(c) Setting a deadline and establishing requirements and procedures for 

competing offerors to submit Qualified Alternative Bids, as set forth in the 

Bidding Procedures; and 

 (d) Setting a deadline that is not less than two (2) business days prior to the 

Final Hearing date for filing objections to the Motion or entry of the Final Sale Order. 

2. The Receiver further requests that the Court, at the Final Hearing, enter the Final 

Sale Order, which will request the following: 

 (a) Authorize and approve the Purchase and Sale Agreement; 

(b) Authorize the sale of the Property under the terms and conditions of the 

Purchase and Sale Agreement to the Stalking Horse Bidder, or another 

Successful Bidder free and clear of all Liens, and authorize any additional 

relief consistent with the foregoing and as necessary to allow the proposed 

transaction to be consummated; and 

\ \ \ 

\ \ \ 

\ \ \ 

Case 3:16-cv-00438-PK Document 323 Filed 12/16/16 Page 21 of 22
Page 22 - RECEIVER’S MOTION RE ASSET SALE AND 

BIDDING PROCEDURES 

(CCM Capital Opportunities Fund, LP) 

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\19468891.12

 (c) Authorize the Receivership Entity to repay the CP Holdings Loan. 

 Dated this 16th day of December, 2016. 

Respectfully submitted, 

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 

Jeffrey S. Eden, OSB #851903

jeden@schwabe.com 

Alex I. Poust, OSB #925155 

apoust@schwabe.com 

 Lawrence R. Ream (Admitted Pro Hac Vice) 

 lream@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 323 Filed 12/16/16 Page 22 of 22