Securities and Exchange Commission v. Nadel et al

Filing 903

ORDER granting #902 Receiver's Unopposed Verified Motion for Approval of Agreement Regarding Sale of Securities of Endai Marketing Growth. Signed by Judge Richard A. Lazzara on 8/31/2012. (SKH)

1
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
ARTHUR NADEL,
SCOOP CAPITAL, LLC,
SCOOP MANAGEMENT, INC.,
Defendants.

CASE NO.: 8:09-cv-87-T-26TBM

SCOOP REAL ESTATE, L.P.,
VALHALLA INVESTMENT PARTNERS, L.P.,
VALHALLA MANAGEMENT, INC.,
VICTORY IRA FUND, LTD,
VICTORY FUND, LTD,
VIKING IRA FUND, LLC,
VIKING FUND, LLC, AND
VIKING MANAGEMENT, LLC.
Relief Defendants.
/
ORDER
Before the Court is the Receiver’s Unopposed Verified Motion for Approval of
Agreement Regarding Sale of Securities of Endai Marketing Growth, Inc. (the “Motion”) (Dkt.
902). Upon due consideration of the Receiver’s powers as set forth in the Order Appointing
Receiver (Dkt. 8), the Orders Reappointing Receiver (Dkts. 140, 316, and 493), and applicable
law, it is ORDERED AND ADJUDGED that the Motion is GRANTED.

The Stock Purchase Agreement (the “Agreement”) between the Receiver and Endai
Marketing Growth, Inc. (“Endai”), a copy of which is attached as Exhibit 2 to the Motion (Dkt.
902), is hereby approved. The Receiver is authorized to enter into and complete the transaction
reflected in the Agreement in accordance with the terms of the Agreement, including the transfer
of all shares of Endai common stock (the “Shares”) held by the Receivership estate. Any and all
claims relating to the Receivership estate’s holdings of the Shares are hereby extinguished, and
the transfer of the Receivership’s Shares to Endai in accordance with the terms of the Agreement
will be free and clear of any and all liens, claims, or encumbrances.
The Court finds that the transaction reflected in the Agreement is in the best interest of
the Receivership estate for the reasons detailed in the Motion. The Court also finds that the
Motion includes sufficient grounds for waiving the requirements of 28 U.S.C. § 2001(b) for
publication of the terms of that transaction and finding that the Receiver has substantially
complied with the appraisal requirements under the discretion afforded this Court by 28 U.S.C.
§ 2004.
Finally, the Court finds that in light of the fact that no known claim, lien, or encumbrance
relating to the Receivership estate’s holdings of the Shares is outstanding, in lieu of a hearing on
the Motion, the filing of the Motion in the Court’s public docket and its publication on the
Receivership’s website provided sufficient notice and opportunity for any interested party to be
heard in accordance with 28 U.S.C. § 2001(b).
DONE and ORDERED in chambers in Tampa, Florida this 31st day of August, 2012.

s/Richard A. Lazzara
RICHARD A. LAZZARA
UNITED STATES DISTRICT JUDGE

COPIES FURNISHED TO:
Counsel of Record