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Full title: Stipulation Regarding (1) Belline Parties Support for Chapter 11 Plan of Reorganization and Order of Substantive Consolidation of Non-Debtor Affiliate Professional Investors 28, LLC; (2) Allowance of Netted Claims and (3) Waiver of Avoidance Actions Filed by Debtor Professional Financial Investors, Inc.. (Marum, J.) (Entered: 05/12/2021)

Document posted on May 11, 2021 in the bankruptcy, 10 pages and 0 tables.

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This Stipulation Regarding (1) Belline Parties’ Support for Chapter 11 Plan of 2 Reorganization and Order of Substantive Consolidation of Non-Debtor Affiliate Professional 3 Investors 28, LLC; (2) Allowance of Netted Claims and (3) Waiver of Avoidance Actions (the 4 “Stipulation”) is entered into by and among Professional Financial Investors, Inc. (“PFI”)and its 5 affiliated debtors and debtors in possession (together with PFI, collectively, the “Debtors”); the 6 Official Committees of Unsecured Creditors of PFI and Professional Investors Security Fund, Inc. 7 (collectively, the “Committee”); and Carl and Anna Belline, husband and wife, in their individual 8 capacities, as trustees of The Belline Family Trust, as trustees of The Belline Family Trust dated 9 February 20, 2015, and, with respect to Carl Belline, as a partner in Belline, Feldman Partners 10 (collectively, the “Bellines”), by and through their respective undersigned counsel.In furtherance of the Plan, the PFI Parties anticipate that the anticipated judgment 14 in the pending Adversary Proceeding will provide the Debtors, their respective estates, and any 15 successor in interest to their estates, including the PFI Trust and the PFI Trustee (as such terms ar16 defined in the Plan), with grounds for (1) seeking Court approval of a claims netting procedure 17 and (2) pursuing future actions to avoid and recover against investors who received more proceed18 from the fraudulent scheme orchestrated and operated by the PFI Parties’ prior management than 19 the amounts such investors invested.Carl F. Belline 5 Carl & Anna Belline Carl Frank Bellineand Anna Betty Belline, 6 Trustees ofThe Belline Family Trust Dated 7 February 20, 2015 8 Dear Ladies and Gentlemen, This letter concerns that Guarantydated as of May 1, 2020 (“Guaranty”),by Professional Financial Investors, Inc., a California corporation (“PFI” or “Debtor”), Lewis Wallach (“Wallach”), and Carl Frank Belline and Anna Betty Belline, Trustees of the Belline Family Trust dated February 20, 2015, and Carl Frank Belline and Anna Betty Belline (collectively the “Belline Guarantors”) for the benefit of HomeStreet Bank, a Washington state-chartered commercial bank (“Lender”).On April 16, 2021, Debtor filed the Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and its Affiliated Debtors Proposed by Debtors and Official Committee of Unsecured Creditors and Supported by the Ad

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1 SHEPPARD, MULLIN, RICHTER & TRODELLA & LAPPING LLP HAMPTON LLP Richard A. Lapping (SBN: 107496) 2 A Limited Liability Partnership 540 Pacific Avenue Including Professional Corporations San Francisco, CA 94133 3 ORI KATZ, Cal. Bar No. 209561 Telephone: 415.399.1015 J. BARRETT MARUM, Cal. Bar No. 228628 Facsimile: 415.651.9004 4 MATT KLINGER, Cal. Bar No. 307362 Email: Rich@TrodellaLapping.com Four Embarcadero Center, 17th Floor 5 San Francisco, California 94111-4109 Conflicts Counsel for Debtors and Counsel forTelephone: 415.434.9100 Professional Investors 28, LLC and PFI 6 Facsimile: 415.434.3947 Glenwood, LLC Email: okatz@sheppardmullin.com 7 bmarum@sheppardmullin.com mklinger@sheppardmullin.com 8 Counsel for the Debtors 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 11 In re Case No. 20-30604 12 PROFESSIONAL FINANCIAL (Jointly Administered) 13 INVESTORS, INC., a California corporation, et al., Chapter 11 14 Debtors. STIPULATION REGARDING (1) 15 BELLINE PARTIES’ SUPPORT FOR CHAPTER 11 PLAN OF 16 REORGANIZATION AND ORDER OF SUBSTANTIVE CONSOLIDATION OF 17 NON-DEBTOR AFFILIATE PROFESSIONAL INVESTORS 28, LLC; 18 (2) ALLOWANCE OF NETTED CLAIMS AND (3) WAIVER OF AVOIDANCE 19 ACTIONS 20 Date: May 27, 2021 Time: 10:00 a.m. 21 Place: Telephonic/Video Appearances Only 450 Golden Gate Avenue 22 16th Floor, Courtroom 19 San Francisco, CA 94102 23 Judge: Hon. Hannah L. Blumenstiel 24 25 26 27

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1 This Stipulation Regarding (1) Belline Parties’ Support for Chapter 11 Plan of 2 Reorganization and Order of Substantive Consolidation of Non-Debtor Affiliate Professional 3 Investors 28, LLC; (2) Allowance of Netted Claims and (3) Waiver of Avoidance Actions (the 4 “Stipulation”) is entered into by and among Professional Financial Investors, Inc. (“PFI”)and its 5 affiliated debtors and debtors in possession (together with PFI, collectively, the “Debtors”); the 6 Official Committees of Unsecured Creditors of PFI and Professional Investors Security Fund, Inc. 7 (collectively, the “Committee”); and Carl and Anna Belline, husband and wife, in their individual 8 capacities, as trustees of The Belline Family Trust, as trustees of The Belline Family Trust dated 9 February 20, 2015, and, with respect to Carl Belline, as a partner in Belline, Feldman Partners 10 (collectively, the “Bellines”), by and through their respective undersigned counsel. The Debtors, 11 the Committee, and the Bellines may be referenced herein, collectively, as the “Parties” and 12 represent as follows: 13 RECITALS 14 A. Prior to the commencement of the Debtors’ bankruptcy cases, beginning as early a15 2003, the Bellines invested monies in certain of the Debtors and non-debtor Professional Investor16 28, LLC (“28 LLC”), which investments shall be referenced herein, collectively, as the “Belline 17 Investments.” 18 B. In connection with the Belline Investments, on or about May 1, 2020, the Bellines 19 executed that certain Guaranty (California) dated May 1, 2020, in favor of Homestreet Bank, a 20 Washington state chartered commercial bank (“Homestreet”), to secure the obligations of 28 LLC21 to Homestreet on account of a loan, in the principal amount of $3,600,000.00, incurred by 28 LL22 to refinance its property (the “Belline Guaranty”). The Bellines are the only outside investors in23 28 LLC. 24 C. On April 9, 2021, the Debtors and the Committee jointly filed the Amended Joint 25 Chapter 11 Plan of Professional Financial Investors, Inc. and Its Affiliated Debtors Proposed by 26 the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC 27 Members Committee and the Ad Hoc Dot Noteholders Committee (the “Plan”). On April 29,

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1 Debtor Affiliates Professional Investors 28, LLC and PFI Glenwood, LLC with Debtors (the 2 “Substantive Consolidation Motion”). By the Plan and the Substantive Consolidation Motion, the 3 Debtors seek, among other things, to substantively consolidate the estates of 28 LLC and PFI 4 Glenwood, LLC with the Debtors’ estates and to confirm the Plan under sections 105(a), 541, 5 1123, and 1129 of the title 11 of the United States Code (the “Bankruptcy Code”). 6 D. OnApril 13, 2021, the Committee filed the Complaint for Declaratory Relief 7 seeking a declaration that the PFI Parties’ businesses were all part of an overarching Ponzi schem8 that began no later than January 1, 2007 (the “Complaint”). The filing of the Complaint 9 commenced that certain adversary proceeding styled, The Official Committee of Unsecured 10 Creditors v. PFI, et al., Adversary Proceeding No. 20-3018 (the “Adversary Proceeding”). 11 E. On April 27, 2021, the PFI Parties answered the Complaint and admitted all of the 12 substantive allegations and contentions stated by the Committee in the Complaint. 13 F. In furtherance of the Plan, the PFI Parties anticipate that the anticipated judgment 14 in the pending Adversary Proceeding will provide the Debtors, their respective estates, and any 15 successor in interest to their estates, including the PFI Trust and the PFI Trustee (as such terms ar16 defined in the Plan), with grounds for (1) seeking Court approval of a claims netting procedure 17 and (2) pursuing future actions to avoid and recover against investors who received more proceed18 from the fraudulent scheme orchestrated and operated by the PFI Parties’ prior management than 19 the amounts such investors invested. 20 G. The Debtors desire to resolve potential objections to confirmation of the Plan and 21 obtain entry of an order granting the Substantive Consolidation Motion. 22 H. The Bellines have reviewed the Plan and Substantive Consolidation Motion and, 23 pursuant to the terms of this Stipulation,desire to support the Debtors’ efforts to confirm the Plan 24 and substantively consolidate the Debtors’ estates with the estate of 28 LLC, as confirmation of 25 the Plan and substantive consolidation of the PFI Parties’ estates will further the Parties’ common26 goal of joint liquidation. 27

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1 I. The Bellines further understand that as investors in the PFI Parties, and in 28 LLC 2 in particular, they also may be defendants in a future action by the PFI Trustee to avoid and 3 recover amounts through the claims netting process anticipated in the Debtors’ bankruptcy cases. 4 J. In the interest of judicial economy, the Parties have agreed to the terms set forth in 5 this Stipulation, subject to Court approval. 6 STIPULATION 7 NOW THEREFORE, the Parties agree to enter into this Stipulation, subject to Court 8 approval and effective as of the date of entry of an order approving this Stipulation pursuant to 9 agreement of the Parties: 10 1. The Bellines agree that they will not oppose confirmation of the Plan and that they 11 will vote in favor of it. The Bellines will return their ballots voting in favor of the Plan prior to 12 Court approval of this Stipulation, which votes will be conditional pending approval of this 13 Stipulation. If the Court approves this Stipulation, the ballots will be counted. If the Court does 14 not approve this Stipulation, the Debtors will, after consultation with the Bellines, seek 15 appropriate relief. 16 2. The Bellines further agree that they will not oppose the Substantive Consolidation 17 Motion and that they stipulate to the relief sought therein. 18 3. The Bellines’ estimated netted claims against the PFI Trust are set forth on Exhibi19 Ato this Stipulation. The Debtors have calculated the estimated netted claims listed on Exhibit A20 pursuant to procedures that have not yet been approved by the Court. The Debtors are not aware 21 of any information that would alter the amounts set forth in Exhibit A. While the Debtors do not 22 anticipate modifying these netting procedures, they reserve the right to do so and such 23 modifications may change the Bellines’ estimated netted claim amount. The Bellines may also 24 provide additional evidence which could modify their netted claim amount and will be allowed to 25 do so pursuant to the procedures that will be applicable to all investors. 26 4. The Debtors, including any successor in interest to their estates, including the PFI 27 Trust and the PFI Trustee (as such terms are defined in the Plan), agree to waive any potential

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1 otherwise would be required to defend in the anticipated claims netting process ultimately 2 approved in the Debtors’ bankruptcy cases. 3 5. The Parties’ obligations pursuant to this stipulation are contingent on Homestreet 4 Bank’s execution of the amendment to the Belline Guaranty in substantially the form that is 5 attached hereto as Exhibit B. The Debtors will exercise good faith efforts to avoid taking any 6 actions that will trigger a default on the Belline Guaranty as amended by Exhibit B. 7 6. This Stipulation may be executed in two or more counterparts, each of which shall 8 be deemed an original, but all of which together shall constitute one and the some instrument. 9 / / / 10 / / / 11 / / / 12 / / / 13 / / / 14 / / / 15 / / / 16 / / / 17 / / / 18 / / / 19 / / / 20 / / / 21 / / / 22 / / / 23 / / / 24 / / / 25 / / / 26 / / / 27 / / /

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1 7. The Parties’ respective undersigned counsel of record represent that each is fully2 authorized to execute and enter into this Stipulation on behalf of the respective Parties and 3 represents and acknowledges that each has authority to bind the parties hereto. 4 Dated: May ___, 2021 5 SHEPPARD, MULLIN, RICHTER & HAMPTONLLP 6 7 By J.BARRETT MARUM 8 9 Attorneys for Debtors 10 Dated: May ___, 2021 11 FRENCH LYON TANG 12 13 By 14 PATRICIA H. LYON 15 Attorneys for the Bellines 16 17 Dated: May ___, 2021 18 PACHULSKI STANG ZIEHL & JONES LLP 19 20 By DEBRA GRASSGREEN 21 JOHN D. FIERO 22 CIA H. MACKLE 23 Attorneys for the Official Committees of Unsecured Creditors of PFI and PISF 24 25 26 27

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1 EXHIBIT A 2 3 Unit of Account Aggregated Net Claim 4 Anna Belline $1,043,665 Carl F. Belline 5 Carl & Anna Belline Carl Frank Bellineand Anna Betty Belline, 6 Trustees ofThe Belline Family Trust Dated 7 February 20, 2015 8 Carl F. Belline IRA Services #435284 $218,914 Belline Family Trust Dated February 20, 2015 9 Belline, Feldman Partners $0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 EXHIBIT B 2 Amendment to the Belline Guaranty 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

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May 5, 2021 Professional Financial Investors Inc. 350 Ignacio Blvd. Suite 300 Novato CA 94949 Carl Frank Belline Trustee of the Belline dated February 20, 2015 Anna Betty Belline 9 Pacific Drive Novato, CA 94949 Re: Letter Agreement Regarding Concerning HomeStreet Bank Loan to Professional Financial Investors 28, LLC and Guaranty dated as of May 1, 2020. Dear Ladies and Gentlemen, This letter concerns that Guarantydated as of May 1, 2020 (“Guaranty”),by Professional Financial Investors, Inc., a California corporation (“PFI” or “Debtor”), Lewis Wallach (“Wallach”), and Carl Frank Belline and Anna Betty Belline, Trustees of the Belline Family Trust dated February 20, 2015, and Carl Frank Belline and Anna Betty Belline (collectively the “Belline Guarantors”) for the benefit of HomeStreet Bank, a Washington state-chartered commercial bank (“Lender”). Lender made a loan to Professional Investors 28, LLC (“Borrower”) in the amount of $3,600,000 (the “Loan”). The Loan is evidenced by the Promissory Note, Deed of Trust and other related loan documents (the “Loan Documents”) including but not limited to the Guaranty. Debtor has filed bankruptcy, which bankruptcy is pending in the United States Bankruptcy Court,Northern California, San Francisco Division, Case Number 20-30604. On April 16, 2021, Debtor filed the Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and its Affiliated Debtors Proposed by Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee (the “Plan”). Pursuant to Section 2.2.3 of the Plan, Holders of Class 1 Claims, such as such as HomeStreet, have agreed to waive certain pre-petition loan defaults involving nonmonetary loan covenants (identified in subsections (i)-(xi) of Section 2.2.3). The Plan proposes that Borrower be substantively consolidated into the Debtor’s bankruptcy case and its assets and liabilities be subject to the balance of the Plan terms. Debtor has filed a Motion for Order of Substantive Consolidation of Non-Debtor Affiliates Professional Investors 28, LLC and PFI Glenwood, LLC with Debtors (“Consolidation Motion”) So long as the Consolidation Motion is granted and Lender’s secured Loan is treated as a Class 1 Non-Investor First Priority Lender claim pursuant to the Plan and the Plan is otherwise approved in its current form, Lender agrees that it will not pursue the Belline Guarantors based upon the pre-petition defaults related to nonmonetary covenants as described in Subsections (i)-(xi) of Section 2.2.3 of the Plan. Except as specifically provided herein, nothing herein shall be deemed to constitute an amendment or modification of the Loan Documents including but not limited to the Promissory Note, Loan Agreement, or the Guaranty or otherwise constitute a

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waiver of any rights or remedies of the Lender under the terms of the Guaranty andthe Loan Documents. Lender’s covenant not to pursue claims under the Guarantyas set forth above, shall not constitute a waiver of any other claim nor shall it apply to any claim, demand, liability, indebtedness, breach of contract or any act, omission, misfeasance, malfeasance, debt, account,contract, loss or expense not expressly identified in the foregoing section of this letter agreement. The Lender’s covenant not to pursue the foregoing claims under the Guaranty shall be for the sole and exclusive benefit of the Belline Guarantors. In the event an action is brought arising out of an alleged breach of the Guarantyor this letter agreement, the prevailing party in said action will be entitled to recover from breaching party, in addition to any other relief provided by the law, such costs and expenses as may be incurred by the prevailing party, including court costs and reasonable attorneys’fees and disbursements and other reasonable costs and expenses. The Belline Guarantors acknowledge and agree that this letter agreement shall be void and have no force and effect in the event that the Plan is not approved by the Court or that lender is not treated under the Plan as a Class 1 Non-Investor First Priority Lender claimant. Executed this __ day of May 2021. HOMESTREET BANK, a Washington state-chartered commercial bank By: its: GUARANTORS: Carl Frank Belline Trustee of the Belline Family Trust dated February 20, 2015 Anna Betty Belline, Trustee of the Belline Family Trust dated February 20, 2020 Carl Frank Belline Anna Betty Belline

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