Securities and Exchange Commission v. Beasley et al, No. 2:2022cv00612 - Document 422 (D. Nev. 2023)
Court Description: ORDER Granting 421 Stipulation and Order Authorizing the Sale of Real Properties Located at 2394 and 2364 E. La Sal Peak Drive, Heber, Utah, with Proceeds from Sale to be Transferred from Escrow Directly to the Receiver. Signed by Judge Cristina D. Silva on 1/11/2023. (Copies have been distributed pursuant to the NEF - TRW)
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Securities and Exchange Commission v. Beasley et al Doc. 422 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 1 of 12 1 2 3 4 5 6 7 8 9 10 11 10845 Griffith Peak Drive Suite 600 Las Vegas, Nevada 89135 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 GREENBERG TRAURIG, LLP 2 3 4 5 KARA B. HENDRICKS, Bar No. 07743 hendricksk@gtlaw.com JASON K. HICKS, Bar No. 13149 hicksja@glaw.com KYLE A. EWING, Bar No 014051 ewingk@gtlaw.com GREENBERG TRAURIG, LLP 10845 Griffith Peak Drive, Suite 600 Las Vegas, Nevada 89135 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 JARROD L. RICKARD, Bar No. 10203 jlr@skrlawyers.com KATIE L. CANNATA, Bar No. 14848 klc@skrlawyers.com SEMENZA KIRCHER RICKARD 10161 Park Run Drive, Suite 150 Las Vegas, Nevada 89145 Telephone: (702) 835-6803 Facsimile: (702) 920-8669 DAVID R. ZARO* dzaro@allenmatkins.com JOSHUA A. del CASTILLO* jdelcastillo@allenmatkins.com MATTHEW D. PHAM* mpham@allenmatkins.com *admitted pro hac vice ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP 865 South Figueroa Street Suite 2800 Los Angeles, California 90017-2543 Telephone: (213) 622-5555 Facsimile: (213) 620-8816 Attorneys for Geoff Winkler, Receiver for J&J Consulting Services, Inc., J&J Consulting Services, Inc., J and J Purchasing LLC, The Judd Irrevocable Trust, and BJ Holdings LLC 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF NEVADA 18 SECURITIES AND EXCHANGE COMMISSION, 19 Plaintiff 20 vs. 21 MATTHEW WADE BEASLEY; et al., 22 23 STIPULATION AND ORDER AUTHORIZING THE SALE OF REAL PROPERTIES LOCATED AT 2394 E. LA SAL PEAK DRIVE AND 2364 E. LA SAL PEAK DRIVE, HEBER, UTAH, WITH PROCEEDS FROM SALE TO BE TRANSFERRED FROM ESCROW DIRECTLY TO THE RECEIVER Defendants THE JUDD IRREVOCABLE TRUST; et al., 24 Relief Defendants 25 26 /// 27 /// 28 /// ACTIVE 684387437v3 CDS CASE NO. 2:22-cv-00612-JCM-EJY 1 Dockets.Justia.com Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 2 of 12 10845 Griffith Peak Drive Suite 600 Las Vegas, Nevada 89135 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 GREENBERG TRAURIG, LLP 1 The following Stipulation and [Proposed] Order (the “Stipulation”) regarding the sale of the 2 real property located at 2364 E. La Sal Peak Drive, Heber, Utah 84032, and bearing the legal 3 description appended hereto as Exhibit A (the “Heber Land”), and 2394 E. La Sal Peak Drive, Heber, 4 Utah 84032, and bearing the legal description appended hereto as Exhibit B (the “Heber House”) 5 with proceeds from the sale to be transferred from escrow directly to Geoff Winkler (the “Receiver”), 6 the Court-appointed receiver in the above-entitled action, is made by and between the Receiver, in 7 his capacity as receiver in the above-entitled action (“Seller”) and the plaintiff Securities and 8 Exchange Commission (the “Commission”), on the one hand, and Defendant Shane M. Jager 9 (“Jager”), on the other hand, by and through their respective representatives, and with respect to the 10 following facts: 11 1. The Receiver was appointed on June 3, 2022 pursuant to this Court’s Order Appointing 2 Receiver [ECF No. 88] which was amended on July 28, 2022 [ECF 207] (collectively the 3 “Appointment Order”); 4 5 6 2. Among other things, the Appointment Order required the turnover of certain personal and real property to the Receiver, including the Heber House and Heber Land; 3. The proposed buyer for the Heber Land and Heber House (sometimes collectively, the 7 “Heber Properties”), is Tige Investments, LLC (“Buyer”). Buyer has agreed to purchase the Heber 18 Land for the sum of $700,000 in accordance with that certain Real Estate Purchase Contract dated 19 November 2, 2022, as amended by Addendums 1-5 (the “Land RSA”) with title to the Heber Land 20 being transferred to On Par, LLC, a Utah limited liability company. Per the Land RSA, the Buyer 21 has deposited $100,000 in a brokerage real estate trust account with Utah Executive Real Estate LC 22 (the “Land Deposit”); 23 4. Buyer has agreed to purchase the Heber House for the sum of $5,225,000 in 24 accordance with that certain Real Estate Purchase Contract dated November 2, 2022, as amended by 25 Addendums 1-7 (the “House RSA”) with title to the Heber House being transferred to Road Less 26 Taken, LLC, a Utah limited liability company. Per the terms of the House RSA, Buyer has deposited 27 $500,000 in a brokerage real estate trust account with Utah Executive Real Estate LC (the “House 28 Deposit; ACTIVE 684387437v3 2 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 3 of 12 1 5. 2 Deposit, and all proceeds of the foregoing sales shall be transmitted to the Receiver, via wire transfer, 3 immediately upon the closing of the sales. It is anticipated that the sales will close within thirty (30) 4 days of the Court’s approval of this Stipulation. The Receiver, Seller, and Jager understand that 5 Buyer’s offer represents fair market value for the Heber Properties; 6 10845 Griffith Peak Drive Suite 600 Las Vegas, Nevada 89135 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 GREENBERG TRAURIG, LLP The Buyer, Seller, Receiver, and Jager have agreed that the Land Deposit, the House 6. The Receiver is seeking to close the sale via this Stipulation in lieu of a receiver’s 7 auction process because recent changes and uncertainties in the real estate marketplace jeopardize the 8 sale of the Heber Properties, and the recovery of the maximum sale proceeds for the benefit of the 9 receivership estate in the immediate term. In most cases, transfers of title from the defendants in the 10 above-entitled action to the Receiver would be necessary in order for the Receiver to conduct the 11 auctions contemplated by 28 U.S.C. § 2001, and the sales procedures already approved by this Court 2 (which include sale pursuant to stipulation, in certain circumstances). However, delays in connection 3 with the closing of the sale that result from the auction process, and the time required by the title 4 company to underwrite title policies, have created untenable delays that could result in the Buyer 5 walking away from the sale; 6 7. The Receiver and his real estate broker believe that delays in the closing beyond the 7 timing contemplated by the Land RSA and the House RSA will jeopardize the sale. As noted above, 18 the market is deteriorating as a result of, among other things, the extraordinary rise in mortgage rates 19 over the past six months. It is possible that if this sale does not close, the Heber Properties may 20 remain on the market through the winter; 21 8. Jager has agreed that, after payment of closing costs and brokers’ commissions, as 22 reflected in the Land RSA and the House RSA, the Land Deposit, the House Deposit, and all sale 23 proceeds from the sale of the Heber Properties shall be wired directly to the Receiver. It is estimated 24 that the net proceeds of the sale, which will be wired to the Receiver, will be approximately 25 $5,545,988; 26 /// 27 /// 28 /// ACTIVE 684387437v3 3 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 4 of 12 1 9. 2 the Buyer’s offer, and anticipated market conditions for homes in this price range, the Receiver, Jager, 3 and the Commission have agreed to the immediate sale of the Heber Properties to the Buyer, on the 4 terms set forth in the Land RSA and House RSA; and 5 10845 Griffith Peak Drive Suite 600 Las Vegas, Nevada 89135 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 10. Accordingly, in light of the unique facts and circumstances surrounding the proposed 6 sale of the Heber Properties including but not limited to the limited market for an “as is” sale of real 7 property, the all-cash terms of the sale, as well as the Receiver’s concerns that failing to immediately 8 move forward with this sale may lead to the receipt of significantly less recovery for the receivership 9 estate, the undersigned parties believe this Stipulation is necessary, and in the best interest of all 10 parties and the receivership estate. Therefore, the undersigned agree that it is appropriate to waive 11 any requirements imposed by 28 U.S.C. § 2001, et. seq. to the extent they are applicable to the offer, 2 GREENBERG TRAURIG, LLP Based upon the time that the Heber Properties have been on the market, the terms of the Land RSA and the House RSA, and the proposed sale. ACCORDINGLY, IT IS HEREBY STIPULATED AND AGREED by and between the 3 4 undersigned counsel that: 5 A. 6 Seller may sell the Heber Properties pursuant to the offers reflected in the Land RSA and the House RSA; 7 B. 18 The deposits received relating to the Land RSA and the House RSA shall be wired directly to the Receiver; and 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 /// 28 /// ACTIVE 684387437v3 4 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 5 of 12 1 C. 2 Land RSA and the House RSA, the net proceeds of the sales shall be wired directly 3 from escrow to the Receiver. 4 IT IS SO STIPULATED. 5 DATED this 11th day of January 2023. DATED this 11th day of January 2023. 6 SECURITIES & EXCHANGE COMMISSION GREENBERG TRAURIG, LLP By: By: /s/ Kara B. Hendricks KARA B. HENDRICKS, ESQ. Nevada Bar No. 07743 JASON K. HICKS, ESQ. Nevada Bar No. 13149 KYLE A. EWING, ESQ. Nevada Bar No. 014051 7 8 10 11 2 10845 Griffith Peak Drive Suite 600 Las Vegas, Nevada 89135 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 /s/ Casey R. Fronk TRACY S. COMBS, ESQ. (California Bar No. 298664) CASEY R. FRONK, ESQ. (Illinois Bar No. 6296535) 351 South West Temple, Suite 6.100 Salt Lake City, Utah 84101 Telephone: (810) 524-5796 Facsimile: (810) 524-3558 9 GREENBERG TRAURIG, LLP Following the Court’s approval of this Stipulation, on the Closing Date reflected in the ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP DAVID R. ZARO, ESQ.* JOSHUA A. del CASTILLO, ESQ.* MATTHEW D. PHAM, ESQ.* *admitted pro hac vice 3 4 5 SEMENZA KIRCHER RICKARD JARROD L. RICKARD, ESQ. Nevada Bar No. 10203 KATIE L. CANNATA, ESQ. Nevada Bar No. 14848 6 7 Attorneys for Geoff Winkler, Receiver for J&J Consulting Services, Inc., J&J Consulting Services, Inc., J and J Purchasing LLC, The Judd Irrevocable Trust, and BJ Holdings LLC 18 19 20 21 22 23 /// 24 /// 25 /// 26 /// 27 /// 28 /// ACTIVE 684387437v3 5 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 6 of 12 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 7 of 12 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 8 of 12 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 9 of 12 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 10 of 12 EXHIBIT "A" LEGAL DESCRIPTION File No.: 1839412 Lot 501, RED LEDGES PHASE 2K, according to the Official Plat thereof as recorded in the Office of the Wasatch County Recorder, State of Utah. Tax ID No. ORX-2K501-0-028-035 / 00-0021-1105 (shown for informational purposes only) File No.: 1839412 Page 1 of 1 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 11 of 12 Case 2:22-cv-00612-CDS-EJY Document 422 Filed 01/11/23 Page 12 of 12 EXHIBIT "B" LEGAL DESCRIPTION File No.: 1839964 Lot 500, RED LEDGES PHASE 2K, according to the Official Plat thereof as recorded in the Office of the Wasatch County Recorder, State of Utah. Tax ID No. ORX-2K5000-028-035 / 00-0021-1104 (shown for informational purposes only) File No.: 1839412 Page 1 of 1
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