Opinion
Case No. 03-22161, Consolidated Case No. 01-1224.
August 30, 2005
FINAL ORDER
THIS CAME upon the Motion by U.S. Small Business Administration ("SBA") as receiver ("Receiver") for Capital International SBIC, L.P. ("CISBIC") for Entry of a Final Order Approving and Confirming the Final Receiver's Report, Approving the Form and Manner of Procedure for Winding Up and Closing the Receivership, Terminating the Receivership, and Discharging the Receiver.
After careful consideration of the pleadings,
IT IS HEREBY ORDERED THAT:
1. This Court hereby approves and confirms the Third and Final Receiver's Report ("Receiver's Report") for the period from October 1, 2003 through March 31, 2005 and all acts and disbursements reported therein and authorizes the Receiver to write-off as uncollectible and/or close the following loans, judgments and equity investments as described in detail in the Third and Final Receiver's Report:
A. America the Beautiful, Inc. $ 155,000.00 B. Comprehensive Educational Mental Health Services, Inc. $ 85,000.00 C. ECP, Inc. $ 55,000.00 D. Erica International Corp $ 600,000.00 E. Garcia Infant Academy $ 54,250.00 F. Heartkids, Inc. $ 75,000.00 G. Retail Site Development, Inc. $ 210,000.00 H. Judgments
1. CISBIC Management Company, Inc. $4,744,205.00 2. McLean Ventures, Inc. $ 400,000.00 3. Oxford Reorge $1,040,000.00
I. Universal Beverages Holdings Corporation $1,306,000.00 J. Miami Jet, Inc. Equity Investment $ 440,000.00
2. This Court hereby approves and confirms the form and manner of procedures for winding up and closing the CISBIC receivership which are set forth in the Memorandum filed herein by the Receiver including the transfer of the following equity investment, financial settlements and litigation to SBA as described in detail in the Receiver's Report filed simultaneously herewith. The collection proceeds if any, will be applied in partial satisfaction of the SBA's Receiver's Certificate.
A. Terry Jaramillo Settlement Agreement $ *
B. Miami Jet, Inc. Settlement Agreement $ *
* Unpaid balance at date of assignment
3. The Receiver's agents are hereby ordered to perform all final administrative and accounting tasks necessary to windup and close the CISBIC receivership estate in an orderly manner within ninety (90) days after receiving notification of the entry of this Final Order. These tasks include, but are not limited to: 1) finalizing the accounting books and records of CISBIC, including the preparation and the filing of tax returns that may be due and closing the receivership bank account; 2) dissolving Capital International SBIC, LP; and 3) transferring the remaining CISBIC asset (the cash in the receivership bank account) to SBA in partial satisfaction of the Receiver's Certificate of Indebtedness. The Receiver will undertake and complete these tasks within ninety (90) days after receipt of notification of the entry of the Final Order by this Court.
4. This Court approves and confirms the form and manner of procedures for winding up and closing the CISBIC receivership as set forth in the Memorandum of Law filed by the Receiver, including the transfer and assignment of those assets identified in Exhibit B. Within ninety (90) days of receipt of notification of the entry of this Final Order, the Receiver and its agents shall perform any and all final administrative and accounting tasks necessary to implement the provisions of this Final Order in order to windup and terminate the CISBIC 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.
5. Any and all expenses associated with the windup and closing procedures shall be and are hereby chargeable and payable as administrative expenses of the CISBIC 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 CISBIC receivership bank account is closed. Any funds not expended in the closing of the CISBIC receivership shall be remitted to the SBA, along with a reconciliation within six (6) months of closing the CISBIC receivership.
6. Joseph L. Newell, Principal Agent for the Receiver, Angela Wingard-Brusch, Senior Financial Analyst, Office of Liquidation, U.S. Small Business Administration, or such other agent or employee as the SBA in its sole discretion shall designate, are hereby appointed and authorized to sign on behalf of the Receiver any and all documents necessary to windup and close the CISBIC receivership.
7. Within ninety (90) days of the Receiver's receipt of notification of entry of this Final Order, the Receiver shall proceed with the dissolution of CISBIC. Such dissolution shall not be effective until the Receiver has completed all actions necessary to windup and close the CISBIC receivership and until entry of the Final Order discharging the Receiver.
8. The Receiver is hereby ordered to assign, transfer and deliver to SBA all of CISBIC's official business records and files within ninety (90) days after the Receiver receives notification of the entry of the Final Order. The Receiver shall deliver all of those records and files which are assigned to SBA to the Federal Record Center. SBA is authorized to dispose of these records and files one year after the entry of the Final Order, except that SBA shall retain all post-receivership accounting records not returned to CISBIC's shareholders for a period of three (3) years from the date of entry of the Final Order. In the event that CISBIC's shareholders wish to obtain copies of such documents, they shall serve a written request upon SBA, to the attention of Angela Wingard-Brusch, Financial Analyst, Office of Liquidation, U.S. Small Business Administration, 409 Third Street, S.W., Sixth Floor, Washington, D.C. 20416. Requests for copies of accounting documents shall be served within three years after the entry of the Final Order, and requests for copies of all other documents shall be served within one year.
9. Following the payment of all administrative expenses of the CISBIC receivership, the Receiver is hereby ordered and authorized to transfer the balance of cash remaining in the bank account of the CISBIC receivership estate to the SBA in partial satisfaction of the Receiver's Certificate of Indebtedness.
10. The Receiver is hereby authorized and ordered to surrender CISBIC's SBIC license to the SBA, to the attention of Angela Wingard-Brusch, Financial Analyst, Office of Liquidation, 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 Final Order.
11. The Receiver is hereby ordered to file a Final Notice with this Court confirming that the Receiver has completed the procedures enumerated in the Final Order for winding up and closing the CISBIC receivership. The Receiver is further ordered to attach, as an exhibit to the Final Notice, a Final Cash Receipts and Disbursements Summary from the date of inception of the CISBIC receivership, March 28, 2001, through the date of the closing of the CISBIC receivership bank account.
12. The Receiver is hereby ordered to serve a copy of this Final Order upon the general partner of CISBIC, CISBIC Management Group, Inc., 100 SE 2nd Avenue, Suite 3700, Miami, Florida 33131.
13. The Receiver is hereby ordered to serve notice of the entry of the Final Order, and the transfer of control of CISBIC, upon the federal and state tax offices, the Delaware Secretary of State, and upon CISBIC's registered agents for service of process. The Receiver shall prepare and file any reports and tax returns that are due prior to the discharge of the Receiver.
14. All claims against and obligations of CISBIC, the CISBIC receivership estate, and the Receiver and its current and former agents, attorneys, employees, contractors, and all other persons who acted on the Receiver's behalf, arising from or relating in any way to the CISBIC receivership, shall be discharged within ninety (90) days of receipt by the Receiver of notification of entry of this Final Order, with the exception that the SBA's judgment shall not be discharged.
15. The CISBIC receivership is terminated, the SBA is discharged as Receiver, and the SBA, its employees, officers, agents, contractors, attorneys, and any other person who acted on behalf of the Receiver, are hereby discharged and released from any and all claims, obligations and liabilities arising from or relating to the activities, conduct or management and operation of CISBIC, the CISBIC receivership, and the CISBIC receivership estate, within ninety (90) days of the Receiver receiving notification of entry of this Final Order.
16. The stay imposed by this Court pursuant to paragraph 7 of the Receivership Order, dated March 28, 2001, shall be and is hereby lifted in its entirety, within ninety (90) days of receipt by the Receiver of notification of entry of this Final Order.