United States of America v. Prospero Ventures, L.P.

Filing 62

STIPULATION AND ORDER: Approving Procedures for Winding Up and Terminating Receivership. Signed by Judge Saundra Brown Armstrong, on 07/21/10. (lrc, COURT STAFF) (Filed on 7/21/2010) Modified on 7/22/2010 (jlm, COURT STAFF).

United States of America v. Prospero Ventures, L.P.

Doc. 62

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

JOSEPH P. RUSSONIELLO, CA NO. 44332 United States Attorney JOANN M. SWANSON, CA NO. 88143 Chief, Civil Division EDWIN L. JOE, CA NO. 112328 Special Assistant U.S. Attorney 455 Market Street, Sixth Floor San Francisco, CA 94105 Telephone: [phone] Facsimile: [phone] [e-mail] Attorneys for Plaintiff UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION UNITED STATES OF AMERICA, ) ) Plaintiff, ) ) ) v. ) ) PROSPERO VENTURES, L.P. ) ) Defendant. ) ______________________________) E-Filing Case No: C 04-4351 SBA HON. SAUNDRA BROWN ARMSTRONG Date: Time: Room: Ctrm 3, 1301 Clay St., Oakland

STIPULATED ORDER APPROVING THE PROCEDURES FOR WINDING UP AND TERMINATING THE RECEIVERSHIP This matter comes before the Court on the Stipulation of the United States of America ("USA") for its agency the U.S. Small Business Administration ("SBA"), Plaintiff, and the U.S. SBA in its capacity as Receiver ("Receiver") for Prospero Ventures, L.P. ("Prospero") (f/k/a Dotcom Ventures, L.P., f/k/a ASCII Ventures, L.P.), Defendant, for Entry of an Order Approving the Procedures for Winding Up and Terminating the Receivership, and this Court 1 C 04-4351 SBA - ORDER APPROVING THE PROCEDURES FOR WINDING UP AND TERMINATING THE RECEIVERSHIP

Dockets.Justia.com

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

being duly advised as to the merits, and there being no opposition, THE COURT FINDS THAT: (1) The relief proposed by the Plaintiff and Defendant in their Stipulation/Motion filed herein is reasonable, necessary and in the best interest of the Prospero Receivership Estate. IT IS HEREBY ORDERED AND DECREED THAT: 1. The parties' Stipulation/Motion (1) to reopen this case and (2) for Entry of an Order Approving the Procedures for Winding Up and Terminating the Receivership are both GRANTED; and 2. The Receiver's agents will perform all final administrative and accounting tasks

necessary to wind up and close the Prospero receivership estate in an orderly manner, and to discharge the Receiver and its agents. These tasks will include, but are not limited to, finalizing the receivership accounting books and records, arranging for the return of control of Prospero to its General Partner, Prospero Investments, LLC, remitting payments and/or assigning assets from the estate in accordance with this Court's October 31, 2006 Order as funds permit, and delivering Prospero's post-receivership records to the Federal Records Center. 3. This Court approves and confirms the form and manner of the procedures for

winding up and closing the Prospero receivership as set forth in the Motion filed by the Receiver. Within ninety (90) days of receipt of notification of the entry of this Wind-Up Order, the Receiver and its agents shall perform any and all final administrative and accounting tasks necessary to implement the provisions of this Wind-Up Order in order to windup and terminate the Prospero receivership and discharge the Receiver, its agents, attorneys, contractors, the SBA, and its employees, and all other persons who have acted on the Receiver's behalf. 2 C 04-4351 SBA - ORDER APPROVING THE PROCEDURES FOR WINDING UP AND TERMINATING THE RECEIVERSHIP

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

4.

Any and all expenses associated with the windup and closing procedures shall be

and are hereby chargeable and payable as administrative expenses of the Prospero receivership. The Receiver is hereby authorized to prepay monies to the Receiver's agents, accountants and others to facilitate the closing of the receivership after the Prospero receivership bank account is closed. Any funds not expended in the closing of the Prospero receivership shall be remitted to SBA, Prospero's Preferred Limited Partner, in accordance with this Court's October 31, 2006 Order. 5. In accordance with this Court's October 31, 2006 Order, the Receiver is hereby

ordered to transfer and/or assign all the remaining assets of Prospero, whether legal or equitable, acquired through stock purchases, mortgage, pledge, assignment, delivery or otherwise, whether real property, personal property or mixed to SBA, Prospero's Preferred Limited Partner. The transfer and assignment documents to SBA will provide for the unconditional assignment, transfer and delivery of the assets to SBA, to the attention of Abraham A. Speight, Financial Analyst, Office of SBIC Liquidation, Investment Division, U.S. Small Business Administration, 409 Third Street, S.W., Sixth Floor, and Washington, D.C. 20416. 6. This Court hereby appoints and authorizes either Brian S. Stern, Principal Agent

for the Receiver, or Abraham A. Speight, Financial Analyst, Office of SBIC Liquidation, or such other agent or employee as SBA in its sole discretion shall designate, to sign and execute on behalf of, and as agent for, the Receiver, any and all papers necessary to effect any transfer(s) and assignment(s) to SBA as described in paragraph 5, above, and (ii) sign and execute on behalf of, and as agent for, any and all papers necessary to wind up and close the Prospero receivership. 3 C 04-4351 SBA - ORDER APPROVING THE PROCEDURES FOR WINDING UP AND TERMINATING THE RECEIVERSHIP

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

7.

Within ninety (90) days after receiving notification of the entry of the Wind-Up

Order by the Court, the Receiver shall transfer and deliver the accounting records of the Prospero receivership that may be necessary to enable Prospero to prepare and file any tax returns that may become due after the termination of the Prospero receivership, to Prospero's General Partner, Prospero Investments, LLC. 8. Any files not delivered to, or not accepted by, the general partner of Prospero

shall be transferred to SBA and delivered to the Federal Record Center. SBA is authorized to dispose of these records and files six years from the date of entry of the proposed Order. In the event that Prospero's general or limited partners wish to obtain copies of such documents, such partners are ordered to serve a written request upon SBA, to the attention of Abraham A. Speight, Financial Analyst, Office of SBIC Liquidation, Investment Division, U.S. Small Business Administration, 409 Third Street, S.W., Sixth Floor, Washington, D.C. 20416 within six years after the entry of the Wind-Up Order. 9. The Receiver is hereby authorized and ordered to surrender Prospero's SBIC

license to the SBA, to the attention of Abraham A. Speight, Financial Analyst, Office of SBIC Liquidation, Investment Division, U.S. Small Business Administration, 409 Third Street, S.W., Sixth Floor, Washington, D.C. 20416, and the SBA is hereby authorized to revoke said license upon entry of this Wind-Up Order. 10. Upon completion of the tasks set forth in this Wind-Up Order, the Receiver is

hereby ordered to file a Final Receiver's Report with this Court which Report shall confirm that the Receiver has completed the procedures enumerated in the Wind-Up Order for winding up and closing the Prospero receivership estate. The Receiver is further ordered to attach, as an exhibit to the Final Receiver's Report, a Final Cash Receipts and Disbursements Summary from 4 C 04-4351 SBA - ORDER APPROVING THE PROCEDURES FOR WINDING UP AND TERMINATING THE RECEIVERSHIP

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

the date of inception of the Prospero receivership, October 20, 2004, through the date of the closing of the Prospero receivership bank account. 11. Control of Prospero will be unconditionally transferred and returned to Prospero's

General Partner, Prospero Investments, LLC, c/o Stephen Hyndman, Managing Member, Prospero Investments, LLC, 175 Lundys Lane, San Francisco, CA 94110-5128, his last known address. The transfer shall not be effective unless and until the Receiver has completed its duties under this Wind-Up Order, and unless and until this Court enters an Order discharging the Receiver. 12. The Receiver is hereby ordered to serve a copy of this Wind-Up Order

upon the general and limited partners of Prospero c/o Stephen Hyndman, Managing Member, Prospero Investments, LLC, 175 Lundys Lane, San Francisco, CA 94110-5128, his last known address.

PURSUANT TO STIPULATION OF THE PARTIES, IT IS SO ORDERED:

This _21st___ day of _July 2010, in Oakland, California. 5 C 04-4351 SBA - ORDER APPROVING THE PROCEDURES FOR WINDING UP AND TERMINATING THE RECEIVERSHIP

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

____________________________________ HON. SAUNDRA BROWN ARMSTRONG United States District Judge

APPROVED AS TO FORM AND CONTENT: _____________________________ ARLENE P. MESSINGER Attorney for Defendant, SBA as Receiver for Prospero Ventures, LP _____________________________ EDWIN L. JOE Special Assistant U. S. Attorney Attorney for Plaintiff, United States of America

6 C 04-4351 SBA - ORDER APPROVING THE PROCEDURES FOR WINDING UP AND TERMINATING THE RECEIVERSHIP

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Copies To: Edwin L. Joe, Esq. Special Assistant United States Attorney 455 Market Street, Sixth Floor San Francisco, CA 094105 Telephone: [phone] Facsimile: [phone] Arlene P. Messinger, Esq. Assistant General Counsel for SBIC Enforcement U.S. Small Business Administration Receiver for Prospero Ventures, L.P. 409 Third Street, S.W., 7th Floor Washington, DC 20416 Telephone: [phone] Facsimile: [phone] Brian S. Stern Principal Agent for the Receiver SBA, Receiver for Prospero Ventures, L.P. 666 11th Street, N.W., Suite 200 Washington, D.C. 20001-4542 Telephone: [phone] Facsimile: [phone]
stip windup order

7 C 04-4351 SBA - ORDER APPROVING THE PROCEDURES FOR WINDING UP AND TERMINATING THE RECEIVERSHIP