Biver v. Nicholas Financial, Inc. et al

Filing 72

ORDER: Defendants' Motions to Dismiss 17 21 are GRANTED in part and DENIED in part as stated herein. This case is STAYED and ADMINISTRATIVELY CLOSED, in its entirety, for 120 days or pending resolution of the British Columbia Supreme Cour t Arrangement approval proceedings, whichever occurs first. The parties are directed to file joint status reports with this Court within 30 days of this Order and every 30 days thereafter. After 120 days, if the proceedings have not been resolved, the Court will lift the stay and return this case to active status. Signed by Judge Virginia M. Hernandez Covington on 5/30/2014. (KNC)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
MARVIN BIVER, individually
and on behalf of all others
similarly situated,
Plaintiff,
v.

Case No. 8:14-cv-250-T-33TGW

NICHOLAS FINANCIAL, INC.,
et al.,
Defendants.
________________________________/
ORDER
This

matter

comes

before

the

Court

pursuant

to

Defendants Nicholas Financial, Inc.; Peter L. Vosotas; Ralph
T. Finkenbrink; Stephen Bragin; Scott Fink; Alton R. Neal;
Prospect

Capital

Corporation;

Watershed

Acquisition

LP;

0988007 B.C., Unlimited Liability Company; and Watershed
Operating LLC’s Motions to Dismiss (Doc. ## 17, 21), filed on
February 28, 2014. On March 17, 2014, Plaintiff Marvin Biver
filed a response in opposition to the Motions to Dismiss (Doc.
# 37). For the reasons set forth below and for the reasons
stated at the hearing held on May 27, 2014, the Court denies
in part and grants in part Defendants’ Motions.
I.

Background
On December 18, 2013, Defendants announced the sale of

Nicholas Financial. (Doc. # 1 at ¶ 41, Doc. # 21 at 10).
Accordingly, Nicholas Financial hired a financial advisor,
Janney Montgomery Scott LLC (“Janney”). (Doc. # 1 at ¶ 38,
Doc. # 17 at 11, Doc. # 21 at 11). Janney was contacted by or
contacted

eighty-eight

potential

buyers,

four

of

which

submitted non-binding bids. (Doc. # 1 at ¶ 45, Doc. # 17 at
11, Doc. # 21 at 11).
In January of 2013, Prospect Capital proposed to acquire
all outstanding shares of Nicholas Financial. (Doc. # 17 at
11, Doc. # 21 at 10). Company C initially submitted the
highest bid - $17 per share, payable in cash. (Doc. # 1 at ¶
47, Doc. # 17 at 11). However, Prospect Capital submitted an
unsolicited revised bid of $17.10 per share, payable in cash
and stock. (Doc. # 1 at ¶ 48, Doc. # 17 at 11). After
determining that Company C was unwilling to increase its
offer, Nicholas Financial executed a letter of intent with
Prospect Capital. (Doc. # 1 at ¶¶ 48, 50, Doc. # 17 at 11).
In October of 2013, after Nicholas Financial provided
Prospect Capital with lower earning projections, Prospect
Capital lowered its bid to $15.75 per share in stock. (Doc.
# 1 at ¶¶ 40, 49, Doc. # 17 at 11-12). This occurred after
Nicholas Financial had publicly announced a 16% decrease in
earnings for the quarter ending September 30, 2013, and its

2

stock had declined to $15.24 per share. (Id.).
On December 18, 2013, Nicholas Financial announced that
its

Board

of

Directors

had

entered

into

an

Arrangement

Agreement with Prospect Capital and its affiliates under the
Business Corporations Act of British Columbia. (Doc. # 1 at
¶ 41, Doc. # 17 at 12). The Agreement states that Nicholas
Financial is to be sold to Prospect Capital. (Doc. #1 at ¶¶
2, 51, Doc. # 21 at 10). Nicholas Financial’s shareholders,
for each share of Nicholas Financial stock they own, will be
provided

with

shares

in

Prospect

Capital

determined

by

dividing $16 by the volume-weighted average price of Prospect
Capital stock for the twenty trading days prior to and ending
on the trading day immediately preceding the close of the
merger. (Id.).
On

January

13,

2014,

Nicholas

Financial

filed

a

Registration Statement with the U.S. Securities and Exchange
Commission,

seeking

to

encourage

Nicholas

Financial’s

shareholders to accept the merger with Prospect Capital.
(Doc. # 1 at ¶ 3, Doc. # 17 at 12-13, Doc. # 21 at 11). The
Registration

Statement

describes

the

process

by

which

Nicholas Financial’s Board agreed to sell Nicholas Financial
to Prospect Capital. (Doc. # 1 at ¶¶ 3, 55). The Registration
Statement also provides a summary of the financial analyses

3

and the fairness opinion provided by Janney that the Board
relied upon in making its determination. (Doc. # 17 at 12).
Nicholas Financial is incorporated under the Business
Corporations

Act

of

British

Columbia

and,

therefore,

is

subject to mandatory Arrangement approval proceedings before
the

Supreme

Court

of

British

Columbia,

the

province’s

superior court (“BC court”), prior to carrying out its merger
with Prospect Capital. (Doc. # 1 at ¶ 13, Doc. # 17 at 9-10,
13). Therefore, on January 17, 2014, Nicholas Financial filed
a petition with the BC court to initiate the court’s review
of the Arrangement Agreement. (Doc. # 17 at 13).
Biver initiated this action on February 3, 2014. (Doc.
#

1).

Within

his

Complaint,

Biver

alleges

that

the

Registration Statement filed by Nicholas Financial is “false
and materially misleading” because it omits material facts in
violation of §§ 14(a) and 20(a) of the Securities Exchange
Act of 1934 and SEC Rule 14a-9. (See Doc. # 1).
On

February

23,

2014,

Biver

filed

a

motion

for

preliminary injunction that is pending before the Court.
(Doc. # 9). On March 7, 2014, Magistrate Judge Pizzo granted
the Nicholas Defendants’ Motion for Extension of Time to File
Response/Reply to the extent that the Nicholas Defendants may
respond to Plaintiffs’ motion for preliminary injunction

4

within 14 days after the Court’s decision on the Nicholas
Defendants’ Motion to Dismiss, Abstain, or Stay. (Doc. # 29).
On February 28, 2014, Defendants filed the relevant
Motions to Dismiss. (Doc. ## 17, 21). Defendants seek to
dismiss this action for lack of subject matter jurisdiction
under Fed. R. Civ. P. 12(b)(1), for failure to state a claim
under

Fed.

R.

Civ.

P.

12(b)(6),

or

based

on

forum

non

conveniens. (Id.). In the alternative, Defendants’ Motions
request the Court to abstain or stay these proceedings on the
basis of comity in light of the fact that the petition is
currently pending before the B.C. court. (Id.). Biver filed
a response in opposition to the Motions on March 17, 2014.
(Doc. # 37).
On April 30, 2014, this Court granted the motion of Biver
and

Richard

Abrons

for

appointment

as

lead

Plaintiffs,

approval of selection of co-lead counsel, and consolidation
of related cases. (Doc. # 67). As a result, Case No. 8:14cv-583-T-33TGW was consolidated into Case No. 8:14-cv-250-T33TGW for all further proceedings; Biver and Abrons were
appointed lead Plaintiffs for the consolidated action; and
Abbey Spanier, LLP and Robbins Geller Rudman & Dowd, LLP were
approved as co-lead counsel for lead Plaintiffs and the
potential class. (Id.). Thereafter, on May 27, 2014, this

5

Court conducted oral argument on the present Motions.
The

Court

has

reviewed

the

Motions,

the

response

thereto, and the arguments set forth by the parties at oral
argument, and is otherwise fully advised in the premises.
II.

Analysis
a. Motion to Dismiss
Jurisdiction
Federal

courts

for

are

Lack

of

courts

Subject

of

Matter

limited

jurisdiction. Taylor v. Appleton, 30 F.3d 1365, 1367 (11th
Cir. 1994). “[B]ecause a federal court is powerless to act
beyond its statutory grant of subject matter jurisdiction, a
court must zealously insure that jurisdiction exists over a
case, and should itself raise the question of subject matter
jurisdiction at any point in the litigation where a doubt
about jurisdiction arises.” Smith v. GTE Corp., 236 F.3d
1292, 1299 (11th Cir. 2001). Motions to dismiss for lack of
subject matter jurisdiction pursuant to Fed. R. Civ. P.
12(b)(1)

may

attack

jurisdiction

facially

or

factually. Morrison v. Amway Corp., 323 F.3d 920, 924 n.5
(11th Cir. 2003).
A facial attack on the complaint requires “the court
merely to look and see if the plaintiff has sufficiently
alleged a basis for subject matter jurisdiction, and the

6

allegations in [the] complaint are taken as true for the
purposes of the motion.” Lawrence v. Dunbar, 919 F.2d 1525,
1529 (11th Cir. 1990)(quoting Menchaca v. Chrysler Credit
Corp., 613 F.2d 507, 511 (5th Cir. 1980)). Factual attacks,
in comparison, challenge “the existence of subject matter
jurisdiction in fact, irrespective of the pleadings. . . .”
Scarfo

v.

Ginsberg,

175

F.3d

957,

1999)(quoting Lawrence, 919

F.2d

at

jurisdictional

factual

attack

is

960
1529).

the

(11th
When

presumption

Cir.
the
of

truthfulness afforded to a plaintiff under Fed. R. Civ. P.
12(b)(6) does not attach. Scarfo, 175 F.3d at 960. Because
the very power of the Court to hear the case is at issue, the
Court is free to weigh evidence outside the four corners of
the complaint. Eaton v. Dorchester Dev., Inc., 692 F.2d 727,
732 (11th Cir. 1982).
Defendants contend that the “core issues in this case”
are derived from the Arrangement approval proceedings under
the British Corporations Act of British Columbia and the
statutory rights and remedies available to the shareholders,
which is within the exclusive authority of the BC court. (Doc.
# 17 at 17-18, Doc. # 21 at 13). Specifically, “although
Plaintiff attempts to couch his claims in terms of §§ 14(a)
and 20(a), the gravamen of his Complaint is within the purview

7

of the BC Court’s pending fairness proceedings. . . .” (Doc.
# 17 at 17).
Plaintiffs contest Defendants’ argument that Plaintiffs’
claims are “somehow transformed into claims ‘under Canada
law.’” (Doc # 37 at 15). Furthermore, Plaintiffs argue that
Defendants have “fully availed themselves of the benefits of
the United States and the State of Florida for many years,
and they will continue to use this forum to commit the alleged
section

14(a)

headquarters

violations,

in

including

Clearwater,

Florida

using
for

the

the

Company’s

shareholder

vote.” (Id. at 17).
Defendants do not contest that this Court has subject
matter jurisdiction pursuant § 27(a) of the Securities and
Exchange Act of 1934 for violations of §§ 14(a) and 20(a) of
the 1934 Act and SEC Rule 14(a)-9 promulgated together. (Doc.
# 1 at ¶ 10). Although Defendants correctly note that the
Arrangement

approval

proceedings

are

within

the

sole

jurisdiction of the BC court, Plaintiffs have not brought
claims

under

the

Business

Corporations

Act

of

British

Columbia. Rather, Plaintiffs have brought claims under United
States laws: §§ 14(a) and 20(a) of the Securities Exchange
Act of 1934 and SEC Rule 14a-9. Accordingly, this Court denies
Defendants’ Motion to Dismiss for Lack of Subject Matter

8

Jurisdiction.
b. Motion to Dismiss for Failure to State a Claim
On a motion to dismiss, this Court accepts as true all
the allegations in the complaint and construes them in the
light most favorable to the plaintiff.

Jackson v. Bellsouth

Telecomms., 372 F.3d 1250, 1262 (11th Cir. 2004).
this

Court

favors

the

plaintiff

with

all

inferences from the allegations in the complaint.

Further,
reasonable
Stephens

v. Dep’t of Health & Human Servs., 901 F.2d 1571, 1573 (11th
Cir. 1990) (“On a motion to dismiss, the facts stated in [the]
complaint and all reasonable inferences therefrom are taken
as true.”). However, the Supreme Court explains that:
While a complaint attacked by a Rule 12(b)(6)
motion to dismiss does not need detailed factual
allegations, a plaintiff’s obligation to provide
the grounds of his entitlement to relief requires
more than labels and conclusions, and a formulaic
recitation of the elements of a cause of action
will not do. Factual allegations must be enough to
raise a right to relief above the speculative
level.
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)(internal
citations omitted).

Further, courts are not “bound to accept

as true a legal conclusion couched as a factual allegation.”
Papasan v. Allain, 478 U.S. 265, 286 (1986).
1. Violation of Section 14(a) and Rule 14a-9

9

First, Plaintiffs allege a claim under section 14(a) of
the Securities Exchange Act of 1934 and SEC Rule 14a-9. (See
Doc. # 1). To state a claim under section 14(a) of the
Exchange Act and Rule 14a–9, a plaintiff must allege that the
defendant prepared a proxy statement containing a material
misstatement or omission that caused the plaintiff's injury.
Edward J. Goodman Life Income Trust v. Jabil Circuit, Inc.,
595 F. Supp. 2d 1253, 1244 (M.D. Fla. 2009), aff'd, 594 F.3d
783 (11th Cir. 2010). The plaintiff must allege that “the
proxy solicitation itself, rather than the particular defect
in the solicitation materials, was an essential link in the
accomplishment
requiring

of

the

scienter,

transaction.”

a

section

14(a)

Id.

Although

claim

requires

not
an

allegation that the defendant negligently drafted the proxy
statement. Id.
Defendants contend that Plaintiffs’ section 14(a) claim
is subject to the Private Securities Litigation Reform Act’s
heightened pleading standards. (Doc. # 17 at 25-26, Doc. # 21
at

14).

complaint
misleading

Under

these

alleging

standards,

that

statement

the

must:

any

defendant
(1)

private
made

“specify

securities
a

each

false

or

statement

alleged to have been misleading [and] the reason or reasons
why the statement is misleading,” 15 U.S.C. § 78u–4(b)(1);

10

and (2) “state with particularity facts giving rise to a
strong inference that the defendant acted with the required
state of mind,” § 78u–4(b)(2). Tellabs, Inc. v. Makor Issues
& Rights, Ltd., 551 U.S. 308, 321 (2007).
Contending

the

heightened

pleading

standards

apply,

Defendants posit that Plaintiffs do not identify any false or
misleading statements. Specifically, Defendants assert that
Plaintiffs fail to identify a precise statement in the proxy
that is either affirmatively misleading in and of itself, or
is rendered misleading by operation of a materially omitted
fact. (Doc. # 17 at 26-27, Doc. # 21 at 14-15). Furthermore,
Defendants argue that none of the alleged omissions are
material as a matter of law. (Doc. # 17 at 27-28, Doc. # 21
at 16). Finally, Defendants argue that they are not required
to disclose every facet of Janney’s valuation analyses, every
detail of Janney’s discounted cash flow analysis, or provide
a “play by play” of the negotiation process. (Doc. # 17 at
29-33, Doc. # 21 at 18-20).
Upon review of the Complaint, irrespective of whether
the heightened pleading standards apply, the Court finds that
Plaintiffs have sufficiently alleged a claim under section
14(a) of the Exchange Act and Rule 14a–9 to survive a Fed. R.
Civ. P. 12(b)(6) motion to dismiss. Specifically, Plaintiffs

11

allege that, by failing to include an analysis of the future
potential of Prospect Capital’s stock within the Registration
Statement, Defendants omitted a material fact necessary in
order to make the statements therein not false or misleading.
(Doc. # 1 at ¶¶ 4-8, 57, 74-79). Plaintiffs further allege
that

the

Registration

Statement

summarizes

Janney’s

two

relative valuation analyses and equity discounted cash flow
analysis in a manner that fails to provide shareholders with
sufficient information to make an informed decision, thus
omitting

material

facts

necessary

in

order

to

make

the

statements therein not false or misleading. (Id. at ¶ 61, 68,
74-79). Accordingly, for purposes of the present analysis
only, this Court finds that Plaintiffs have alleged their
claim under section 14(a) of the Exchange Act and Rule 14a–9
with sufficient particularity to survive a motion to dismiss,
under either pleading standard.
2. Violation of Section 20(a)
To assert a violation of section 20(a) of the Exchange
Act, a plaintiff must allege that the defendant controlled a
person who violated any section of the Act. See 15 U.S.C. §
78t(a). “[A]llegations that individuals, because of their
management

and/or

director

positions,

could

control

a

company's general affairs, including the content of public

12

statements

and

financial

statements

disseminated

by

its

company, are sufficient . . . .” In re Hamilton Bankcorp.,
Inc. Sec. Litig., 194 F. Supp. 2d 1353, 1359–60 (S.D. Fla.
2002). The “controlling person” will be liable for the acts
of the violator “unless the controlling person acted in good
faith and did not induce the act or acts constituting the
violation or cause of action.” Edward J. Goodman Life Income
Trust, 595 F. Supp. 2d at 1290-91.
In

the

Motions,

Defendants

do

not

address

whether

Plaintiffs sufficiently alleged a claim under section 20(a).
Instead, Defendants contend that Plaintiffs failed to state
a predicate violation under section 14(a), and as a result,
Plaintiffs section 20(a) claim “equally falls as a matter of
law.” (Doc. # 21 at 21).

That is because, in order for

Plaintiffs’ to sufficiently allege a claim under section
20(a),

Plaintiffs

must

adequately

allege

a

predicate

violation of the Exchange Act. This Court has already found
that

Plaintiffs

have

sufficiently

alleged

a

claim

under

section 14(a) of the Exchange Act and Rule 14a–9 to survive
a motion to dismiss. Therefore, for the reasons stated above,
the Court denies Defendants’ Motion to Dismiss for Failure to
State a Claim.

13

c. Motion to
Conveniens

Dismiss

on

the

Basis

of

Forum

Non

The forum non conveniens determination is committed to
the sound discretion of the trial court. Piper Aircraft Co.
v. Reyno, 454 U.S. 235, 257, (1981). “Under the doctrine of
forum non conveniens, a district court has inherent power to
decline to exercise jurisdiction over a case when an adequate,
alternative forum is available.” CAE USA, Inc. v. XL Ins. Co.
Ltd., No. 8:11-cv-64-T-24TBM, 2011 WL 1878160 (M.D. Fla. May
17, 2011)(quoting C.A. La Seguridad v. Transytur Line, 707
F.2d 1304, 1307 (11th Cir. 1983)).
When arguing for dismissal on the basis of forum non
conveniens, the moving party must demonstrate that (1) an
adequate alternative forum is available, (2) the public and
private factors weigh in favor of dismissal and (3) the
plaintiff can reinstate his suit in the alternative forum
without undue inconvenience or prejudice. Leon v. Millon Air,
Inc., 251 F.3d 1305, 1310-11 (11th Cir. 2001). Private factors
include: relative ease of access to sources of proof; ability
to obtain witnesses; possibility of view of premises, if
relevant; and all other practical problems that make trial of
a case easy, expeditious and inexpensive. Wilson v. Island
Seas Investments, Ltd., 590 F.3d 1264, 1270 (11th Cir. 2009).

14

Public

factors

include:

court

congestion

and

jury

duty

generated by controversies having no relation to the forum;
the desirability of having localized controversies decided at
home; and the difficulties attendant to resolving conflictof-laws problems and applying foreign law. Id.
The Court notes that “the plaintiffs’ choice of forum
should rarely be disturbed ‘unless the balance is strongly in
favor

of

the

defendant.’”

SME

Racks,

Inc.

v.

Sistemas

Mecanicos Para Electronica, S.A., 382 F.3d 1097, 1101 (11th
Cir. 2004)(quoting Gulf Oil Corp. v. Gilbert, 330 U.S. 501,
508 (1947)).
After

considering

the

private

and

public

interest

factors, the Court finds that the factors weigh in Plaintiffs’
favor and rejects Defendants’ forum non conveniens argument.
Upon due consideration, the Court finds that there is an
absence of evidence of unusually extreme circumstances, such
that the Court is not thoroughly convinced that material
injustice is manifest. See CAE USA, Inc., 2011 WL 1878160
(denying defendant’s motion for dismissal due to forum non
conveniens on same grounds).
Specifically, the Court finds that the BC court is not
an adequate alternative forum to adjudicate all the claims
brought by Plaintiffs. Although available, the forum is not

15

entirely adequate because the remedy sought by Plaintiffs
involves

the

interpretation

of

United

States

law,

not

Canadian law. Furthermore, Plaintiffs have a strong interest
in

having

a

United

States

Court

determine

whether

the

Registration Statement is false or misleading under United
States law. Likewise, because Plaintiffs’ claims involve the
application and interpretation of United States law, the
United

States

has

a

strong

interest

in

ensuring

that

Plaintiffs, United States citizens, are able to pursue their
claims in the United States. See SME Racks, 382 F.3d at 100405. Finally, Plaintiffs are citizens of the State of Florida
and Nicholas Financial maintains its headquarters within the
State of Florida, presumably ensuring trial of the case in an
expeditious and inexpensive manner. Therefore, the Court
denies Defendants’ Motion to Dismiss on the Basis of Forum
Non Conveniens.
d. Motion to Abstain
In

considering

whether

to

abstain,

courts

consider

several factors including international comity, fairness to
the litigants, and the efficient use of scarce judicial
resources. Turner Entm’t. Co. v. Degeto Film GmbH, 25 F.3d
1512 (11th Cir. 1994). According to the Eleventh Circuit,
“[a]bstention is the exception instead of the rule.” Ortega

16

Trujillo v. Conover & Co. Communications, Inc., 221 F.3d 1262,
1265 (11th Cir. 2000). Defendants suggest abstention and
argue that that (1) United States courts should defer to
Canadian

courts

as

to

claims

involving

a

Canadian

corporation’s governance; (2) Canada has a strong interest in
regulating the merger approval process of BC corporations, as
required by statute; and (3) the BC Court is an adequate
alternative forum. (Doc. # 17 at 23-25).
After considering the factors of international comity,
fairness to litigants, and judicial economy, the Court denies
Defendants’ Motion to Abstain. The United States has a strong
interest in interpreting and applying United States law –
such as Plaintiffs’ claims - in a domestic forum. Further,
this Court is a more convenient forum – compared to the BC
court - for the litigants to address the §§ 14(a) and 20(a)
claims on the basis of Plaintiffs’ citizenship and Nicholas
Financial’s corporate headquarters. Accordingly, Defendants’
Motion to Abstain is denied.
e. Motion to Stay
In the alternative, Defendants request a stay pending
resolution

of

Nicholas

Financial’s

Arrangement

approval

proceedings before the BC court. (Doc. # 17 at 9-10, 25).
This Court finds this alternative to be appropriate under the

17

circumstances.
A limited stay in this action serves multiple purposes.
It permits the BC court to conduct its statutorily mandated
Arrangement approval proceedings without risking interference
from a decision by this Court, thus promoting the doctrine of
international comity. In addition, asserting jurisdiction at
this stage may subject the parties to conflicting rulings
based on the independent application of British Columbia law
by the B.C. court and the independent application of United
States

law

Arrangement

by

this

approval

Court.

Furthermore,

proceedings

to

occur

allowing

the

prior

any

to

rulings by this Court may independently resolve Plaintiffs’
claims without requiring this Court to issue a ruling, thus
promoting the goal of judicial economy.
For these reasons, this Court grants Defendants’ Motion
to

Stay.

Accordingly,

this

case

is

stayed

and

administratively closed, in its entirety, for 120 days or
pending

resolution

of

the

BC

court

Arrangement

approval

proceedings, whichever occurs first. The parties are directed
to file joint status reports with this Court within 30 days
of this Order and every 30 days thereafter.

After 120 days,

if the proceedings have not been resolved, the Court will
lift the stay and return this case to active status.

18

Accordingly, it is hereby
ORDERED, ADJUDGED, and DECREED:
(1)

Defendants Nicholas Financial, Inc.; Peter L. Vosotas;
Ralph T. Finkenbrink; Stephen Bragin; Scott Fink; Alton
R.

Neal;

Prospect

Acquisition
Company;

LP;

and

Capital

0988007

Watershed

Corporation;

B.C.,

Watershed

Unlimited

Operating

LLC’s

Liability
Motions

to

Dismiss (Doc. ## 17, 21) are GRANTED in part and DENIED
in part as stated herein.
(2)

This case is STAYED and ADMINISTRATIVELY CLOSED, in its
entirety, for 120 days or pending resolution of the
British

Columbia

Supreme

Court

Arrangement

approval

proceedings, whichever occurs first. The parties are
directed to file joint status reports with this Court
within

30

thereafter.

days

of

this

Order

and

every

30

days

After 120 days, if the proceedings have not

been resolved, the Court will lift the stay and return
this case to active status.
DONE and ORDERED in Chambers in Tampa, Florida, this
30th day of May, 2014.

Copies: All Counsel of Record

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