pro hac vice PACHULSKI STANG ZIEHL & JONES LLP...P S Z & J P A 14 A T L AW L OS A S, C A 1 TABLE OF...

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DOCS_LA:294992.5 46346-001

Robert B. Orgel (CA Bar No. 101875) Jeffrey L. Kandel (CA Bar No. 115832) Cia H. Mackle (admitted pro hac vice) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, California 90067-4003 Telephone: 310/277-6910 Facsimile: 310/201-0760 Email: [email protected] Counsel to Thomas P. Jeremiassen, EFI Trustee

David W. Meadows (CA Bar No. 137052) LAW OFFICES OF DAVID W. MEADOWS 1801 Century Park East, Suite 1235 Los Angeles, California 90067 Telephone: 310-557-8490 Facsimile: 310-557-8493 E-mail:[email protected] Counsel to the Official Committee of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA

NORTHERN DIVISION

In re: ESTATE FINANCIAL, INC., Debtor.

Case No. 9:08-bk-11457 PC Chapter 11 NOTICE OF JOINT MOTION AND JOINT MOTION OF CHAPTER 11 TRUSTEE AND CREDITORS’ COMMITTEE FOR ORDER APPROVING SOLICITATION AND VOTING PROCEDURES WITH RESPECT TO FIRST AMENDED LIQUIDATING PLAN UNDER CHAPTER 11 OF THE BANKRUPTCY CODE DATED NOVEMBER 25, 2015; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATIONS OF JEFFREY L. KANDEL, DAVID W. MEADOWS, AND BRIAN K. OSBORNE Hearing Date: Date: February 17, 2016 Time: 10:00 a.m. PST

Confirmation Hearing Date: Date: [To Be Set] Time: [To Be Set] Place: Courtroom 201 1415 State Street Santa Barbara, CA Judge: Honorable Peter Carroll

Case 9:08-bk-11457-PC Doc 3577 Filed 01/12/16 Entered 01/12/16 16:49:37 Desc Main Document of 61

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DOCS_LA:294992.5 46346-001 2

TO: THE HONORABLE PETER CARROLL, UNITED STATES BANKRUPTCY JUDGE;

THE OFFICE OF THE UNITED STATES TRUSTEE; ALL PARTIES REQUESTING

NOTICE; AND CERTAIN PARTIES IN INTEREST:

PLEASE TAKE NOTICE that Thomas P. Jeremiassen, chapter 11 trustee (the “Trustee”)

for Estate Financial, Inc. (“EFI”), and the Official Committee of Unsecured Creditors of EFI (the

“Committee” and, together with the Trustee, the “Proponents”) hereby move for the entry of an

order, pursuant to sections 105, 502, 1121, 1125 and 1126 of title 11 of the United States Code,

Rules 1007(i), 2002, 3003, 3010, 3017 and 3018 of the Federal Rules of Bankruptcy Procedure and

Rules 3018-1, 9013 and 9013-1 of the Local Bankruptcy Rules of United States Bankruptcy Court

for the Central District of California (the “Bankruptcy Court”), approving and/or setting, as

described more fully below:

(A) certain solicitation, notice, and voting procedures in connection with the First

Amended Liquidating Plan Under Chapter 11 of the Bankruptcy Code Dated November 25, 2015

Proposed by the Chapter 11 Trustee and Creditors’ Committee (the “Plan”);1

(B) confirmation deadlines and procedures, certain specified procedures for transmitting

the Plan, the Disclosure Statement, ballots, and related solicitation materials, and notice of same;

(C) certain procedures for tabulating votes on the Plan;

(D) the forms of ballot that will accompany the Plan and Disclosure Statement with

Respect to First Amended Liquidating Plan Under Chapter 11 of the Bankruptcy Code Dated

November 25, 2015 Proposed by the Chapter 11 Trustee and Creditors’ Committee (the “Disclosure

Statement”),2 which will be sent to those Holders of Claims or Interests in Classes entitled to vote on

the Plan;

(E) the form of notice of the hearing with respect to confirmation of the Plan and related

matters;

1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in to the Plan.

2 Concurrently herewith, the Proponents filed their notice of joint motion and joint motion for an order approving the

Disclosure Statement. Such joint motion is scheduled to be heard at the same time as this Motion.


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DOCS_LA:294992.5 46346-001 3

(F) the form of the joint letter from the Trustee and Creditors’ Committee in support of

voting for the Plan; and

(G) the requisite dates in connection with the solicitation, voting, and confirmation

process.

PLEASE TAKE FURTHER NOTICE that the Motion is based on the attached

Memorandum of Points and Authorities and Declarations of Jeffrey L. Kandel, David W. Meadows,

and Brian K. Osborne, and the arguments of counsel and any other admissible evidence properly

brought before the Court. In addition, the Proponents request that the Court take judicial notice of

all relevant documents filed with the Bankruptcy Court in this case.

PLEASE TAKE FURTHER NOTICE that a hearing will be held on February 17, 2016 at

10:00 a.m. PST (the “Hearing Date”), before the Honorable Peter Carroll, United States Bankruptcy

Judge, in Courtroom 201 of the Bankruptcy Court, located at 1415 State Street, Santa Barbara, CA to

consider the Motion.

PLEASE TAKE FURTHER NOTICE that any objections or responses to the Motion must

be served and filed with the Bankruptcy Court no later than fourteen (14) days prior to the Hearing

Date and must be served upon:

Counsel for the Trustee: Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 13

th Floor

Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 Attn: Jeffrey L. Kandel Counsel for Creditors’ Committee: Law Offices of David W. Meadows 1801 Century Park East, Suite 1235 Los Angeles, California 90067 Telephone: 310-557-8490 Fax: 310-557-8493 Attn: David W. Meadows Office of the U.S. Trustee: U.S. Department of Justice Office of the United States Trustee 128 East Carrillo Street


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DOCS_LA:294992.5 46346-001

TABLE OF CONTENTS MEMORANDUM OF POINTS AND AUTHORITIES ..................................................................... 1

i. INTRODUCTION ............................................................................................................................ 1

II. JURISDICTION .............................................................................................................................. 1

III. STATEMENT OF FACTS ............................................................................................................ 2

A. Background to the Plan ..................................................................................................... 2

IV. ARGUMENTS AND AUTHORITIES ......................................................................................... 4

A. Approval of Form and Manner of Notice ......................................................................... 4

1. Solicitation Package .................................................................................................. 4

2. Service of Solicitation Packages ............................................................................... 6

B. Approval of Forms of Ballots and Method of Tabulation of Votes ................................. 7

1. Approval of Forms of Ballots .................................................................................... 7

2. Notice of Non-Voting Status ..................................................................................... 8

3. Establishing Procedures For Tabulating Votes ......................................................... 9

C. Voting Deadline and Voting Record Date ...................................................................... 12

D. The Confirmation Hearing .............................................................................................. 12

E. Objections to Confirmation and Reply Briefs ................................................................ 13

F. Summary of Requested Dates ......................................................................................... 14

V. CONCLUSION ............................................................................................................................. 15


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DOCS_LA:294992.5 46346-001 ii

TABLE OF AUTHORITIES Pages

Cases

In re Media Central, Inc. 89 B.R. 685 (Bankr. E.D. Tenn. 1988) .......................................................................................... 5

Statutes

11 U.S.C. § 105 ................................................................................................................................. 1

11 U.S.C. § 502 ................................................................................................................................. 1

11 U.S.C. § 1121 ............................................................................................................................... 1

11 U.S.C. § 1125 ............................................................................................................................... 1

11 U.S.C. § 1126 ................................................................................................................. 1, 8, 9, 11

11 U.S.C. § 1126(f) ............................................................................................................................ 8

11 U.S.C. § 1126(g) ........................................................................................................................... 8

28 U.S.C. § 156(c) ........................................................................................................................... 20

28 U.S.C. § 157 .................................................................................................................................. 1

28 U.S.C. § 1334 ................................................................................................................................ 1

28 U.S.C. § 1408(1) ........................................................................................................................... 1

28 U.S.C. § 1408(2) ........................................................................................................................... 1

Rules

Fed. R. Bankr. P. 1007(i) .................................................................................................................. 1

Fed. R. Bankr. P. 2002 ............................................................................................................ 1, 6, 12

Fed. R. Bankr. P. 3003 ................................................................................................................ 1, 10

Fed. R. Bankr. P. 3010 ....................................................................................................................... 2

Fed. R. Bankr. P. 3017 .................................................................................................... 1, 4, 7, 8, 12

Fed. R. Bankr. P. 3017(d) .......................................................................................................... 4, 7, 8

Fed. R. Bankr. P. 3018 ...................................................................................... 1, 7, 9, 10, 11, 12, 14

Fed. R. Bankr. P. 3020 ....................................................................................................................... 1

Fed. R. Bankr. P. 3020(b)(1)............................................................................................................ 13

Local Bankruptcy Rule 9013 .............................................................................................. 4, 2, 6, 12


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DOCS_LA:294992.5 46346-001 1

MEMORANDUM OF POINTS AND AUTHORITIES

I.

INTRODUCTION

By this joint motion (the “Motion”), Thomas P. Jeremiassen, chapter 11 trustee (the

“Trustee”) for Estate Financial, Inc. (“EFI” or the “Debtor”), and the Official Committee of

Unsecured Creditors of EFI (the “Creditors’ Committee” and, together with the Trustee, the

“Proponents”), request that the United States Bankruptcy Court for the Central District of California

(the “Bankruptcy Court”) approve certain solicitation, notice, voting, distribution, tabulation, and

related procedures, as more fully described below, with respect to the First Amended Liquidating

Plan Under Chapter 11 of the Bankruptcy Code Dated November 25, 2015 Proposed by the Chapter

11 Trustee and Creditors’ Committee (the “Plan”).1 In addition, the Proponents request that the

Bankruptcy Court approve (a) the Proponents’ proposed order approving this Motion, (b) notice of

the hearing with respect to confirmation of the Plan (the “Confirmation Hearing”) for voting

creditors, (c) the form of ballot for the Plan, (d) notice of the Confirmation Hearing for non-voting

creditors, and (e) the form of the joint letter from the Proponents in support of voting for the Plan,

each in substantially the forms attached hereto as Exhibit “A”, Exhibit “B”, Exhibit “C”, Exhibit

“D”, and Exhibit “E”, respectively. Also, the Proponents request that the Bankruptcy Court

establish applicable dates, based on the parameters set forth herein, in connection with the

solicitation, voting, and confirmation process, as set forth below.

II.

JURISDICTION

This Bankruptcy Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and

1334. This is a core proceeding under 28 U.S.C. § 157(b)(2). Venue is proper in this district

pursuant to 28 U.S.C. §§ 1408(1) and (2). The statutory bases for the relief sought herein are

sections 105, 502, 1121, 1125 and 1126 of title 11 of the United States Code (the “Bankruptcy

Code”), Rules 1007(i), 2002, 3003, 3017, 3018 and 3020 of the Federal Rules of Bankruptcy

1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in to the Plan.


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DOCS_LA:294992.5 46346-001 2

Procedure (the “Bankruptcy Rules”) and Rules 3018-1, 9013 and 9013-1 of the Local Bankruptcy

Rules of the Bankruptcy Court (the “Local Bankruptcy Rules”).

III.

STATEMENT OF FACTS

A. Background to the Plan

The Plan is a blueprint of how the Debtor, its Estate and its Assets will be structured and

liquidated after or as a result of confirmation of the Plan. It sets forth the entity which will succeed

the Estate pursuant to the Plan, what parties will own interests therein and what Distributions such

entity will make and to whom. Among other things, the Plan designates Classes of Claims and a

Class of Interests, identifies Unimpaired and Impaired Classes, sets forth a proposal for the

satisfaction of all Claims against, and Interests in, the Debtor or its Estate, and provides adequate

means for the implementation of the Plan.

The Plan’s goals include:

Enabling the continued liquidation of the few remaining Assets of the Estate over

a reasonable time; and

Enabling Creditors to be paid sooner and more than they likely would be paid

absent confirmation of the Plan.

To accomplish these goals, the Plan, among other things, does the following:

Establishes the Liquidating Trust to, among other things, complete the liquidation

of the Estate’s Assets (including the continued prosecution of pending litigation),

continue objecting to Claims as appropriate, and make distributions to Holders of

Allowed Claims;

Appoints a Liquidating Trustee to manage the Liquidating Trust;

Establishes a “Plan Advisory Committee” to advise the Liquidating Trustee;

Authorizes the Liquidating Trust to make interim Distributions before the

completion of the liquidation of the Trust’s Assets, payable, essentially, according

to statutory priorities, to those Creditors holding Allowed Claims;

Eliminates the Interests held by the Debtor’s principals;


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DOCS_LA:294992.5 46346-001 3

Reduces the role of the Bankruptcy Court in the liquidation process after the

Effective Date of the Plan so as to potentially decrease expenses of the liquidation

and increase Creditor recoveries.

The management structure of the Liquidating Trust is set forth in Article VIII of the Plan.

Funding for the Plan shall be provided by Cash on hand as of the Effective Date, which are amounts

remaining primarily from: (1) EFI’s share of the proceeds of sales of Real Estate; and (2) recoveries

from litigation and/or negotiated settlements with title companies or prepetition professionals of

EFI.2 In addition, the Trustee anticipates further funding for the Plan after the Effective Date of the

Plan primarily on account of the following Remaining Assets: (1) additional recoveries through

settlements with investors pursuant to the Settlement Parameters or through litigation if settlement is

not reached; (2) recoveries on account of ongoing litigation against Bryan Cave, LLP, the Debtor’s

prepetition counsel; and (3) the Estate’s interest in a twenty-five year note with a principal balance

anticipated to be approximately $400,000 as of the Effective Date, for which payments on the note

are made monthly from a blocked account at the San Luis Obispo Superior Court.

The Plan classifies and treats Classes of Claims and Interests against the Estate as follows:

Class Claims/Interests Impaired /

Unimpaired

Entitled to Vote /

Not Entitled to Vote

Class 1 Allowed Secured Real

Property Tax Claim Impaired Entitled to Vote

Class 2 Allowed

Miscellaneous Secured

Claims

Impaired Entitled to Vote

Class 3 Allowed Priority

Claims Unimpaired Not Entitled to Vote

Class 4 Allowed General

Unsecured Claims Impaired Entitled to Vote

Class 5 Interests Impaired Not Entitled to Vote

2 Upon sales of Real Estate, the Estate (1) retained amounts attributable to ownership interests in Loans (and the resulting

Real Estate) that EFI never assigned to investor-creditors or which were assigned back to EFI; (2) retained amounts

attributable to settlements with investors under the Settlement Parameters; and (3) recouped certain costs incurred and

advances made by the Trustee in connection with the Property in accordance with the Procedures Order. These funds

have been the primary source of funding the Trustee’s cost of administering the Chapter 11 case.


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DOCS_LA:294992.5 46346-001 4

Along with the Plan, the Proponents have prepared the Disclosure Statement, which

describes, among other things, the proposed Plan, the proposed treatment of various Claims and

Interests pursuant thereto, and the potential effects of such treatment on the entities holding those

Claims and Interests. Approval and distribution of the Disclosure Statement and the development of

confirmation procedures constitute the first step in the confirmation process.

The Plan and Disclosure Statement provide more information about the classification of

Claims and the treatment of unclassified and classified Claims under the Plan. As stated above, this

Motion requests, among other things, the Court’s approval of solicitation and voting procedures for

the Plan set forth herein.

IV.

ARGUMENTS AND AUTHORITIES

A. Approval of Form and Manner of Notice

Pursuant to Bankruptcy Rule 3017(d), upon approval of a disclosure statement, a plan

proponent must mail to the Office of the United States Trustee (the “U.S. Trustee”), all creditors, and

all equity security holders the plan, the disclosure statement, notice of the time within which to file

acceptances or rejections, notice of the date of the confirmation hearing, and such other information

as the court may require. See Fed. R. Bankr. P. 3017(d).

1. Solicitation Package

The Proponents request that the Bankruptcy Court authorize the transmittal by the

Proponents (through the Solicitation Agent, Rust Consulting/Omni Bankruptcy) of a solicitation

package containing the following materials (collectively, the “Solicitation Package”) to all Notice

Parties (as defined below): (a) the order approving this Motion (the “Approval Order”),

substantially in the form attached hereto as Exhibit “A”; (b) the Disclosure Statement and the Plan;

(c) notice of the confirmation hearing and related matters, including notice of the time fixed for

filing objections to confirmation of the Plan (the “Plan Notice”), substantially in the form attached

hereto as either Exhibit “B” (for creditors believed by the Proponents to be entitled to vote) or

Exhibit “D” (for non-voting creditors) (but which in either case may be single-spaced or otherwise

reformatted by the Proponents in their discretion); (d) a joint letter from the Trustee and Creditors’


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DOCS_LA:294992.5 46346-001 5

Committee in support of voting for the Plan, substantially in the form of Exhibit “E” hereto; (the

“Plan Solicitation Letter”) and (e) such other information as the Bankruptcy Court may direct. In

addition, with respect to creditors believed to be potentially entitled to vote on the Plan, ballots

(each, a “Ballot”), substantially in the form attached hereto as Exhibit “C”, and Ballot return

envelopes will also be included in the Solicitation Package. The Proponents also request that they be

permitted to transmit the Plan and Disclosure Statement by CD-ROM disk, flash drive or hard

copies, in the Proponents’ sole discretion,3 and make them available on-line at the Trustee’s website,

www.omnimgt.com/estatefinancial, and available to Creditors and other parties in interest as a hard

copy upon written request to the Solicitation Agent, with the Plan Notice informing recipients of

such alternative availability.

To avoid any future challenges to the appropriateness of the materials contained in the

Solicitation Package, the Proponents request that the Bankruptcy Court approve the inclusion in the

Solicitation Package of all materials described above. See In re Media Central, Inc., 89 B.R. 685,

691 (Bankr. E.D. Tenn. 1988) (“Failure to obtain beforehand a judicial ruling on the propriety of

statements or information sent in conjunction with a vote solicitation may lead to a vote

disqualification after the fact if it is later determined that the statements or information were

improper and the solicitation in bad faith.”).

The Proponents request authority to make non-substantive modifications to the Disclosure

Statement and other documents in the Solicitation Package prior to distribution in order to insert

dates and deadlines or make corrections or modifications of a typographical, conforming and/or

ministerial nature.

3 The Disclosure Statement and Plan, including exhibits, are hundreds of pages in length. To avoid substantial costs that

would be associated with printing and mailing such a voluminous set of documents to thousands of recipients, the

Proponents propose to serve, in their discretion, the Disclosure Statement and Plan (including exhibits) via CD-ROM or

flash drive instead of in printed format. Regardless of whether the Proponents determine in their discretion to serve the

Disclosure Statement and Plan on CD-ROM, the Proponents will serve hard copies of the Approval Order, Plan Notice,

Ballots and Solicitation Letter. The Declaration of Brian K. Osborne of Rust Consulting/ Omni Bankruptcy, the balloting

agent (the “Solicitation Agent”) for the Plan supporting this request is attached hereto.


http://www.omnimgt.com/estatefinancial

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DOCS_LA:294992.5 46346-001 6

2. Service of Solicitation Packages

Bankruptcy Rule 2002(b) provides that twenty-eight (28) days’ notice of the time fixed for

filing objections and the hearing to consider confirmation of a chapter 11 plan must be given. Local

Bankruptcy Rule 9013-1 provides that objections must be filed fourteen (14) days prior to a hearing

date. Consistent with these rules, the Proponents request that the Bankruptcy Court set a date that is

the later of (x) seven (7) business days after the date of the entry of the Approval Order and (y) fifty-

six (56) days prior to the hearing on confirmation of the Plan as the last date by which the

Solicitation Packages must be transmitted to the following parties (collectively, the “Notice

Parties”): (a) all parties or entities, or their transferees or assignees if properly noted on the official

claims register as of the Voting Record Date (as defined below) that have filed proofs of claim on or

before the Voting Record Date, excluding parties that filed Claims that have been disallowed prior to

the Solicitation Date (as defined below); (b) all parties identified in the Schedules as of the Voting

Record Date as holding liquidated, noncontingent, and undisputed Claims in an amount greater than

zero dollars, excluding scheduled Claims that have been superseded by filed proofs of claim or

disallowed or expunged prior to the Solicitation Date;(c) all other known Holders of Claims against

or Interests in the Debtor as of the Voting Record Date; (d) all parties to contracts and leases with

the Debtor as reflected in the Debtor’s List of Executory Contracts and Unexpired Leases, to the

extent that such parties are not duplicative of those parties otherwise being served with a Solicitation

Package pursuant to this paragraph; (e) the U.S. Trustee; (f) the IRS; (g) the Securities and Exchange

Commission; (h) all known, applicable governmental units; and (i) all parties having filed notices of

appearance and requests for documents in these cases. (The date of the mailing of the Solicitation

Packages is hereafter referred to as the “Solicitation Date.”)

If a Claim is duplicative of another Claim, the Creditor filing such Claims shall receive only

one Solicitation Package, including one Ballot, for such Claim and shall be permitted to vote only a

single Claim.

The Proponents also request a determination by the Bankruptcy Court that the Proponents

shall not be required to serve the Solicitation Package on any person or entity for which the notice of

the hearing on the approval of the Disclosure Statement has been returned by the United States


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DOCS_LA:294992.5 46346-001 7

Postal Service as undeliverable, unless the Proponents receive an accurate address for such

addressee.

B. Approval of Forms of Ballots and Method of Tabulation of Votes

1. Approval of Forms of Ballots

Bankruptcy Rule 3017(d) provides that ballots for accepting or rejecting the Plan should

conform substantially to Official Form No. 14 and be mailed only to “creditors and equity security

holders entitled to vote on the plan.” Fed R. Bankr. P. 3017(d).

The form attached hereto as Exhibit “C” is based upon Official Form No. 14, but has been

modified to include certain additional information that the Proponents believe to be relevant and

simplified for this particular creditor body, including as follows:

(a) Each Ballot will provide the voting Creditor the option to accept or reject the

Plan and will be accompanied by a return envelope (postage not included) addressed to the proposed

Solicitation Agent: Rust Consulting/Omni Bankruptcy, 5955 DeSoto Avenue, Suite 100, Woodland

Hills, CA 91367, Attn: Estate Financial, Inc. The voting Creditor may send in its, his or her Ballot

via regular mail, overnight mail or hand delivery to the Proponents at the foregoing address. The

Ballot instructions will provide that such Ballot shall be sent to the Proponents at such address.

(b) The blank for a creditor to insert the amount of his/her/its Claim has been

removed. The amounts of the vast majority of the Claims of Class 4 Claimants have been

definitively established via the signing of Settlement Agreements and/or orders of the Court

sustaining almost a thousand Claim objections. The Proponents believe that it will be cumbersome

and confusing in this instance, and likely to hinder voting, if creditors believe they are required to

determine and insert the Allowed Amount of their Claims in the Ballot.

The Proponents will accept, review, validate, and tabulate the Ballots in accordance with the

procedures set forth below and report to the Bankruptcy Court on the votes for acceptance and

rejection of the Plan, by Class, no later than seven (7) days before the Confirmation Hearing.

Local Bankruptcy Rule 3018-1 provides that a plan proponent must file a ballot summary

(the “Ballot Summary”) “not later than 1 day before” the confirmation hearing. Pursuant to such

rule, the summary must include only “the amount and number of allowed claims of each class voting


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DOCS_LA:294992.5 46346-001 8

to accept or reject the plan and the amount of allowed interests of each class voting to accept or

reject the plan.” All Ballots will be made available for inspection by the Bankruptcy Court at the

Confirmation Hearing. Ballots are not required to be filed or made available to any parties. The

Proponents believe that filing such summary seven (7) days prior to the Confirmation Hearing

provides ample time for the Bankruptcy Court and other parties in interest to review such summary.

The Proponents also propose, for the sake of full disclosure - although not required under the Rule -

to include a summary of the Ballots that they do not count as acceptances or rejections and the

reasons therefor. The earlier filing of the Ballot Summary and the inclusion of such additional

information therein will provide all Creditors and parties in interest with the information necessary

to determine whether they wish to seek relief to the extent it is appropriate, by notice and hearing to

be conducted at or prior to the Confirmation Hearing.

The Proponents request approval of the sample form of Ballot substantially in the form

attached hereto as Exhibit “C.”

2. Notice of Non-Voting Status

Bankruptcy Rule 3017(d) provides, in relevant part, as follows:

If the court orders that the disclosure statement and the plan or a summary of the plan shall not be mailed to any unimpaired class, notice that the class is designated in the plan as unimpaired and notice of the name and address of the person from whom the plan or summary of the plan and disclosure statement may be obtained upon request and at the plan proponent's expense, shall be mailed to members of the unimpaired class together with the notice of the time fixed for filing objections to and the hearing on confirmation.

Fed. R. Bankr. P. 3017(d). Class 3, Allowed Priority Claims, is unimpaired under the Plan and

therefore is deemed to have accepted the plan under section 1126(f) of the Bankruptcy Code. Class

5, Interests, will receive no distributions under the Plan and therefore is deemed to reject the Plan

under section 1126(g) of the Bankruptcy Code. Solicitation of the foregoing Classes is not required

under Bankruptcy Rule 3017(d), and no Ballots have been prepared for Holders of Claims in Class 3

or Interest Holders in Class 5. Holders of Claims not classified under the Plan, Holders of Claims in

Class 3 and Holders of Interests in Class 5 shall be referred to herein as the “Non-Voting Parties.”


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DOCS_LA:294992.5 46346-001 9

The Proponents propose to send to the Non-Voting Parties both (a) the Solicitation Package

and (b) notice of the Confirmation Hearing and their non-voting status, substantially in the form

attached hereto as Exhibit “D.”

3. Establishing Procedures For Tabulating Votes

Section 1126(c) of the Bankruptcy Code provides:

A class of claims has accepted a plan if such plan has been accepted by creditors, other than any entity designated under subsection (e) of this section, that hold at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors, other than any entity designated under subsection (e) of this section, that have accepted or rejected such plan.

11 U.S.C. § 1126(c). Further, Bankruptcy Rule 3018(a) provides that “the court after notice and

hearing may temporarily allow the claim or interest in an amount which the court deems proper for

the purpose of accepting or rejecting a plan.” Fed. R. Bankr. P. 3018(a).

a. Ballot Tabulation

The Proponents propose, solely for purposes of voting to accept or reject the Plan and not for

purposes of allowance or distribution on account of a Claim and without prejudice to the rights of

the Proponents or Creditors in any other context, that each Holder of a Claim be entitled to vote the

amount and classification of such Claim as set forth in (i) a timely filed a proof of claim against EFI

or (ii) the Schedules of the EFI (as may be amended from time to time) unless such Holder has

timely filed a proof of claim against EFI, in which event such Holder would instead be entitled to

vote the amount and classification of such Claim against EFI as set forth in such proof(s) of claim.

The foregoing general procedure will be subject to the following:

(a) If a Claim is deemed “Allowed” pursuant to an order of the Bankruptcy Court prior to or at the Confirmation Hearing or under the Plan, such Claim shall be Allowed for voting purposes in the “Allowed” amount and classification set forth in the Bankruptcy Court’s order or the Plan;

(b) If anyone files an objection to a Claim prior to the Solicitation Date, such Claim shall be disallowed (for voting purposes only and not for purposes of allowance or distribution), except to the extent and in the manner as may be set forth in such objection or except to the extent such Claim is Allowed (1) prior to or at the Confirmation Hearing temporarily pursuant to Bankruptcy Rule 3018(a), pursuant to an order of the Bankruptcy Court or (2) under the Plan;


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(c) If a Claim has been “disallowed” by agreement of the Claim Holder or order of the Bankruptcy Court at any time prior to or at the Confirmation Hearing, such Claim also shall be disallowed for voting purposes;

(d) If a Claim has been estimated or otherwise Allowed for voting purposes by order of the Bankruptcy Court prior to or on the Voting Deadline (as defined below), such Claim shall be temporarily Allowed in the amount so estimated or Allowed by the Bankruptcy Court for voting purposes only;

(e) If a Claim is listed in the Schedules as contingent, unliquidated or disputed and a proof of claim was not (i) filed by the applicable bar date for the filing of proofs of claim established by the Bankruptcy Court or (ii) deemed timely filed by an order of the Bankruptcy Court prior to or on the Voting Deadline, then, unless the Holder of such Claim obtains or the Bankruptcy Court otherwise issues an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim for voting purposes, such Claim shall be disallowed for voting purposes and for purposes of allowance and distribution pursuant to Bankruptcy Rule 3003(c);

(f) If a Claim is partially liquidated and partially unliquidated and (i) no objection to it has been filed by the Voting Deadline and (ii) no order pursuant to Bankruptcy Rule 3018(a) temporarily allowing it for voting purposes in an amount greater than $1.00 has been entered by the Bankruptcy Court, in each case prior to or on the Voting Deadline, such Claim shall be Allowed for voting purposes only in the liquidated amount; and

(g) Notwithstanding anything to the contrary contained herein, any Creditor who has filed or is the transferee of one or more duplicate Claims shall be provided with only one Solicitation Package and one ballot and be permitted to vote only a single Claim, regardless of whether the Proponents have objected to such duplicate Claims.

The Proponents request that the Bankruptcy Court offer any Creditor that seeks to establish

the temporary allowance of its Claim for voting purposes the opportunity to have the matter heard at

the Confirmation Hearing provided that either (a) it serves on the Proponents and files with the

Bankruptcy Court on or before the fourteenth (14th

) day after the Solicitation Date a motion for an

order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim for purposes of voting

to accept or reject the Plan or (b) enters into an agreement with the Proponents therefor, which

agreement the Proponents will file concurrently with or prior to the filing of the Ballot Summary (the

“Voting Allowance Notice”), and which agreement the Bankruptcy Court approves prior to or at the

Confirmation Hearing.

In addition, the Proponents request that (i) whenever a Creditor casts more than one Ballot

voting the same Claim(s) prior to the Voting Deadline, the last properly completed Ballot actually

received prior to the Voting Deadline be deemed to reflect the voter’s intent and, thus, to supersede


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DOCS_LA:294992.5 46346-001 11

any prior Ballots, and (ii) creditors with multiple Claims against the Debtor must vote all of their

Claims either to accept or reject the Plan and may not split their votes, and thus (x) no Ballot that

partially rejects and partially accepts the Plan and (y) no Ballot filed by a creditor with multiple

Claims against the Debtor that votes inconsistently with respect to the Debtor will be counted for the

purpose of voting.

The Proponents further propose that, without further order of the Bankruptcy Court, except

as otherwise set forth herein, the following Ballots not be counted or considered for any purpose in

determining whether the Plan has been accepted or rejected: (i) any Ballot that is properly completed

and executed and timely returned to the Proponents, but does not indicate an acceptance or rejection

of the Plan or that indicates both an acceptance and rejection of the Plan or is otherwise ambiguous

as to whether it accepts or rejects the Plan; (ii) any Ballot actually received by the Proponents after

the Voting Deadline, unless later approved by the Bankruptcy Court; (iii) any Ballot that is illegible

or contains insufficient information to permit the identification of the Claimant, its Claim(s) and/or

its vote; (iv) any Ballot cast by a person or entity not entitled to vote; (v) any Ballot cast for a

Scheduled Claim that is scheduled as unliquidated, contingent or disputed for which no proof of

claim was timely filed or deemed timely filed by an order of the Bankruptcy Court prior to or on the

Voting Deadline; (vi) any unsigned or non-originally signed Ballot; (vii) any Ballot sent directly to

the Trustee, the Committee, the Debtor, their agents, their financial or legal advisors or to any other

party other than the Solicitation Agent, Rust Consulting/Omni Bankruptcy and not delivered to the

Solicitation Agent, Rust Consulting/Omni Bankruptcy so that it is actually received by the

Solicitation Agent, Rust Consulting/Omni Bankruptcy by the Voting Deadline; (viii) any Ballot cast

for a Claim that has been disallowed (for voting purposes or otherwise) and/or for a Claim of an

entity designated pursuant to section 1126(e) of the Bankruptcy Code; and (ix) any Ballot

transmitted to the Solicitation Agent, Rust Consulting/Omni Bankruptcy by facsimile, email or other

electronic means.

The Proponents further propose, without further order of the Bankruptcy Court, that any

Holder of a Claim entitled to vote that has delivered a valid Ballot may withdraw such Ballot solely

in accordance with Bankruptcy Rule 3018(a).


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DOCS_LA:294992.5 46346-001 12

None of the Proponents or any other person or entity will be under any duty to provide

notification of defects or irregularities with respect to delivered Ballots, nor will any of them incur

any liability for failure to provide such notification.

The Proponents believe that the foregoing procedures will provide for a fair and equitable

voting process.

The Proponents and other parties in interest may seek further clarification from the

Bankruptcy Court on vote tabulation and the solicitation process, and retain the right to object or

raise any issue with respect to any Ballot.

C. Voting Deadline and Voting Record Date

Pursuant to Bankruptcy Rule 3017(c), “[o]n or before the approval of the disclosure

statement, the court shall fix a time within which the holders of claims and interests may accept or

reject the plan.” Fed. R. Bankr. P. 3017(c). The Proponents request that the Bankruptcy Court

establish a deadline that is twenty-eight (28) days after the Solicitation Date at 4:00 p.m. (Prevailing

Pacific Time) as the deadline by which all Ballots must be received by the Proponents (the “Voting

Deadline”). For a Ballot to be counted, it must be actually received prior to the Voting Deadline by

mail or personal delivery at the applicable address indicated in the voting instructions that

accompany the Ballot. The Proponents submit that this deadline will afford creditors ample time to

vote, while allowing sufficient time for the Proponents to tabulate votes and prepare the applicable

ballot tabulation for filing with the Bankruptcy Court.

Bankruptcy Rule 3018(a) provides for a determination of the record date for voting purposes.

The Proponents propose that the record date in this Case be the last business day at least fourteen

(14) days prior to the hearing approving the adequacy of the Disclosure Statement (the “Voting

Record Date”), for purposes of determining which creditors are entitled to vote on the Plan.

D. The Confirmation Hearing

The Proponents request that the Bankruptcy Court set the Confirmation Hearing on a date

that is convenient for the Bankruptcy Court and is at least fifty-six (56) days after the entry of the


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DOCS_LA:294992.5 46346-001 13

Approval Order4. Setting the Confirmation Hearing no earlier than such date will allow adequate

notice to be provided to creditors and parties in interest consistent with Bankruptcy Rules 2002(b)

and 3017 and Local Bankruptcy Rule 9013, as further described below.

E. Objections to Confirmation and Reply Briefs

Bankruptcy Rule 3020(b)(1) provides that “objections to the confirmation of the plan shall be

filed and served . . . within a time fixed by the court.” Fed. R. Bankr. P. 3020(b)(1). The Proponents

submit that the Bankruptcy Court should fix a deadline that is twenty-eight (28) days after the

Solicitation Date as the last day to file and serve objections to confirmation of the Plan (the

“Confirmation Objection Deadline”). The Proponents request that the Bankruptcy Court order that

objections must be set forth in a written statement and be accompanied by a memorandum of points

and authorities and any supporting evidence. Additionally, the Proponents request that the

Bankruptcy Court order that any objections not timely filed and served are deemed waived. The

Proponents also request that the Bankruptcy Court set a deadline that is fourteen (14) days prior to

the Confirmation Hearing as the date on which the Proponents must file and serve their

memorandum in support of Plan confirmation and on which the Proponents or any party supporting

the Plan must file and serve replies to any objections. With sufficient time between objections and

replies, the Proponents would hope to be able to consider and resolve at least some objections.

Finally, in accordance with Bankruptcy Rule 3020(b)(1), the Proponents propose that the

Bankruptcy Court designate the entities set forth below as those entities upon which any objections

to confirmation of the Plan must be served:

4 Although unaware presently of a circumstance that would require a continuance, a brief or relatively brief continuance

of the Confirmation Hearing may be beneficial if it would permit a beneficial liquidation of certain assets that are not and

could not readily be addressed under the Plan and that otherwise will be abandoned. If such continuance is sought after

the Solicitation Date occurs, the Proponents will propose in seeking the continuance re-noticing to creditors the affected

dates.


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DOCS_LA:294992.5 46346-001 14


th Floor

Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 Attn: Robert B. Orgel Jeffrey L. Kandel Counsel to the Creditors’ Committee: David W. Meadows Law Offices of David W. Meadows 1801 Century Park East, Suite 1235 Los Angeles, CA 90067 Tel: (310) 557-8490 Fax: (310) 557-8493 Office of the U.S. Trustee: U.S. Department of Justice Office of the United States Trustee 128 East Carrillo Street Santa Barbara, CA 93111 Tel: (805) 957-4100 Fax: (805) 957-4103 Attn: Brian Fittipaldi

F. Summary of Requested Dates

In summary, the Proponents request that the Bankruptcy Court establish the dates set forth

below for the following events:

Event Date

Solicitation Date: Last day to mail Solicitation Package

Later of (x) seven (7) business days after entry of Approval Order and (y) fifty-six (56) days prior to Confirmation Hearing

Voting Record Date Distribution Record Date

Confirmation Objection Deadline: Last day to file and serve objections to confirmation

Twenty-eight (28) days after Solicitation Date

Voting Deadline: Last day for creditors to deliver Ballots

Twenty-eight (28) days after Solicitation Date

Last day for creditors to file Bankruptcy Rule 3018 Motions to be heard at the Confirmation Hearing

Fourteen (14) days after Solicitation Date

Reply and Confirmation Brief Deadline: Last day to file and serve Proponents’ confirmation brief and any parties’ replies to confirmation objection(s)

Fourteen (14) days prior to Confirmation Hearing

Last day to file and serve Plan Supplement Fourteen (14) days prior to the Voting Deadline


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DOCS_LA:294992.5 46346-001 16

DECLARATION OF JEFFREY L. KANDEL

I, Jeffrey L. Kandel, declare as follows:

1. I am an attorney duly admitted to practice before the State of California and this

Court, and am a of counsel to Pachulski Stang Ziehl & Jones LLP, counsel for Thomas P.

Jeremiassen, chapter 11 trustee for Estate Financial, Inc. (the “Trustee”), the co-proponent of the

Plan with the Official Committee of Unsecured Creditors of EFI (the “Creditors’ Committee”). The

matters stated herein are within my own knowledge and, if called as a witness, I could and would

competently testify thereto.

2. I am over the age of eighteen (18) years and either have personal knowledge of the

facts set forth below or have obtained knowledge of such facts based upon inquiry from those

working at my direction, my review of documents or Court records. I am making this declaration in

support of the preceding Joint Motion Of Chapter 11 Trustee And Creditors’ Committee For Order

Approving Solicitation And Voting Procedures With Respect To First Amended Liquidating Plan

Under Chapter 11 Of The Bankruptcy Code Dated November 25, 2015 (the “Motion”). All

capitalized terms not defined herein shall have the meanings ascribed to them in the Motion which

incorporates by reference the definitions set forth in the Plan.

3. By the Motion, the Proponents request that the Bankruptcy Court approve the

proposed forms of the Approval Order attached to the Motion as Exhibit “A”, the Plan Notices

attached to the Motion as Exhibit “B” and Exhibit “D”, the Ballot attached to the Motion as

Exhibit “C” and the Plan Solicitation Letter attached to the Motion as Exhibit “E.” Further, the

Proponents request that the Bankruptcy Court establish applicable dates, as set forth in the Motion,

in connection with the solicitation, voting, tabulation, and confirmation process.

4. The Bankruptcy Code, the Bankruptcy Rules and Local Bankruptcy Rules provide

certain notice and related requirements in connection with the solicitation of votes on the Plan and

the confirmation process. I believe that the relief requested in the Motion is consistent therewith and

is necessary and appropriate in connection with the solicitation, voting, tabulation, and confirmation

process, and will provide Creditors with the necessary notice, materials and opportunity to vote to


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DOCS_LA:294992.5 46346-001 18

DECLARATION OF DAVID W. MEADOWS

I, David W. Meadows, declare as follows:

1. I am an attorney duly admitted to practice before the State of California and this

Court, and am counsel to the Official Committee of Unsecured Creditors of Estate Financial, Inc.

(the “Creditors’ Committee”), the co-proponent of the Plan with Thomas P. Jeremiassen, chapter 11

trustee for EFI (the “Trustee”). The matters stated herein are within my own knowledge and, if

called as a witness, I could and would competently testify thereto.







capitalized terms not defined herein shall have the meanings ascribed to them in the Motion, which


3. By the Motion, the Proponents request that the Bankruptcy Court approve the

proposed forms of the Approval Order attached to the Motion as Exhibit “A”, the Plan Notices

attached to the Motion as Exhibit “B” and Exhibit “D”, the Ballot attached to the Motion as

Exhibit “C” and the Plan Solicitation Letter attached to the Motion as Exhibit “E.” Further, the

Proponents request that the Bankruptcy Court establish applicable dates, as set forth in the Motion,

in connection with the solicitation, voting, tabulation, and confirmation process.

4. The Bankruptcy Code, the Bankruptcy Rules and Local Bankruptcy Rules provide

certain notice and related requirements in connection with the solicitation of votes on the Plan and

the confirmation process. I believe that the relief requested in the Motion is consistent therewith and

is necessary and appropriate in connection with the solicitation, voting, tabulation, and confirmation

process, and will provide Creditors with the necessary notice, materials and opportunity to vote to


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DOCS_LA:294992.5 46346-001 20

DECLARATION OF BRIAN K. OSBORNE

I, Brian K. Osborne, declare as follows:

1. I am President of Rust Consulting/Omni Bankruptcy, the Solicitation Agent

employed by the Estate pursuant to that certain Order Granting Application of Trustee’s for Order

Under 28 U.S.C. § 156(c) Authorizing Retention of Omni Management Group, LLC as Noticing,

Claims and Balloting Agent for Clerk of the Bankruptcy Court Nunc Pro Tunc as of July 1, 2008

[Docket No. 256]. The matters stated herein are within my own knowledge and, if called as a

witness, I could and would competently testify thereto.







capitalized terms not defined herein shall have the meanings ascribed to them in the Motion, which


3. By the Motion, the Proponents request that the Bankruptcy Court approve transmittal,

in their discretion, of the Plan and Disclosure Statement in the Solicitation Package on CD-ROM

disk, flash drive or hard copies. I estimate that the Solicitation Package will need to be sent to

approximately 4,000 parties. I estimate that the cost of transmitting the Plan and Disclosure

Statement in hard copies to be between $18.50 to $22.50 per Solicitation Package (for a total of

$74,000-$90,000). I estimate that the cost of transmitting the Plan and Disclosure Statement on a

CD-ROM disk (or flash drive) to be between $5.00 to $7.00 per Solicitation Package (for a total of

$20,000-$28,000).

4. The Solicitation Agent will provide hard copies of the Plan and Disclosure Statement

upon written request from a Creditor or other party in interest, and will establish an internet address


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DOCS_LA:294992.5 46346-001 21

at which the Plan and Disclosure Statement may be accessed.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 12th day of January, 2016 at Woodland Hills, California.

Brian K. Osborne


EXHIBIT A


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DOCS_LA:294999.3 46346-001





NORTHERN DIVISION


Case No. 9:08-bk-11457 PC Chapter 11 ORDER APPROVING SOLICITATION AND VOTING PROCEDURES WITH RESPECT TO FIRST AMENDED LIQUIDATING PLAN UNDER CHAPTER 11 OF THE BANKRUPTCY CODE DATED NOVEMBER 25, 2015 PROPOSED BY THE CHAPTER 11 TRUSTEE AND CREDITORS’ COMMITTEE Hearing Date: Date: February 17, 2016 Time: 10:00 a.m. PST

Confirmation Hearing Date: [To Be Set] Time: [To Be Set] Place: Courtroom 201 1415 State Street Santa Barbara, CA Judge: Honorable Peter Carroll

Upon consideration of the Joint Motion of Chapter 11 Trustee and Creditors’ Committee for


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DOCS_LA:294999.3 46346-001 2

Order Approving Solicitation and Voting Procedures with Respect to First Amended Liquidating

Plan Under Chapter 11 of the Bankruptcy Code Dated November 25, 2015 (the “Motion”)1 filed

jointly by Thomas P. Jeremiassen, the chapter 11 trustee (the “Trustee”) for Estate Financial, Inc.

(“EFI”), and the Official Committee of Unsecured Creditors of EFI (the “Committee” and, together

with the Trustee, the “Proponents”); and it appearing that adequate and sufficient notice of the

Motion has been given under the circumstances; and after due deliberation and upon the Bankruptcy

Court’s determination that the relief requested in the Motion is in the best interests of the Estate,

Creditors and other parties in interest; and sufficient cause appearing therefor, it is hereby:

ORDERED that:

1. The Motion is granted.

2. A hearing to consider confirmation of the Plan will be held on _________, 2016 at

__:___ __.m. (Prevailing Pacific Time), or as soon thereafter as counsel can be heard, before the

Honorable Peter Carroll, United States Bankruptcy Judge, in Bankruptcy Courtroom 201 of the

United States Bankruptcy Court for the Central District of California (the “Bankruptcy Court”),

located at 1415 State Street, Santa Barbara, CA (the “Confirmation Hearing”). The Confirmation

Hearing may be adjourned from time to time without further notice other than the announcement at

the Confirmation Hearing of the date or dates of any adjourned hearing. In addition, the Plan may be

modified without further notice, prior to, at or as a result of the Confirmation Hearing.

3. The record date for purposes of voting to accept or reject the Plan is the last business

day at least fourteen (14) days prior to the hearing approving the adequacy of the Disclosure

Statement (the “Voting Record Date”).

4. The deadline for the receipt of Ballots accepting or rejecting the Plan shall be 4:00 p.m.

(Prevailing Pacific Time) on the date twenty-eight (28) days following the Solicitation Date (the

“Voting Deadline”). For a Ballot to be counted, it must be and actually received prior to the Voting

Deadline by mail, overnight delivery or personal delivery at the applicable address and signed by the

person indicated in the voting instructions that accompany the Ballot.

1 Any capitalized term not defined herein shall have the meaning ascribed to such term in the Motion, which

incorporates by reference the definitions in the First Amended Liquidating Plan Under Chapter 11 of the Bankruptcy

Code Dated November 25, 2015 Proposed by the Chapter 11 Trustee and Creditors’ Committee (the “Plan”).


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DOCS_LA:294999.3 46346-001 3

5. The Proponents are authorized and directed to mail, or cause to be mailed, by United

States Postal Service, first-class delivery, by the later of (x) seven (7) days after the entry of this

Order and (y) fifty-six (56) days prior to the Confirmation Hearing, to:2 (a) all parties or entities, or

their transferees or assignees if properly noted on the official claims register as of the Voting Record

Date, that have filed proofs of claim on or before the Voting Record Date, excluding parties that

filed Claims that have been disallowed prior to the Solicitation Date (as defined below); (b) all

parties identified in the Schedules as of the Voting Record Date as holding liquidated,

noncontingent, and undisputed Claims in an amount greater than zero dollars, excluding scheduled

Claims that have been superseded by filed proofs of claim or disallowed or expunged prior to the

Solicitation Date; (c) all other known Holders of Claims against or Interests in the Debtor as of the

Voting Record Date; (d) all parties to contracts and leases with the Debtor as reflected in the

Debtor’s List of Executory Contracts and Unexpired Leases, to the extent that such parties are not

duplicative of those parties otherwise being served with a Solicitation Package pursuant to this

paragraph; (e) the U.S. Trustee; (f) the IRS; (g) the Securities and Exchange Commission; (h) all

applicable governmental units; and (i) all parties having filed notices of appearance and requests for

documents in these cases (collectively, the “Notice Parties”), copies of: (i) the Plan and all exhibits

and attachments thereto; (ii) the Disclosure Statement with Respect to First Amended Liquidating

Plan Under Chapter 11 of the Bankruptcy Code Dated November 25, 2015 Proposed by the Chapter

11 Trustee and Creditors’ Committee (the “Disclosure Statement”) and all exhibits and attachments

thereto; (iii) notice of the Confirmation Hearing and related matters, including notice of the time

fixed for filing objections to confirmation of the Plan (the “Plan Notice”), substantially in the form

attached to the Motion as either Exhibit “B” (for Creditors believed by the Proponents to be entitled

to vote) or Exhibit “D” (for non-voting Creditors); and (iv) this Order; and (v) the Plan Solicitation

Letter substantially in the form attached to the Motion as Exhibit “E” (collectively, the

“Solicitation Package”). With respect to Creditors believed to be potentially entitled to vote on the

Plan, a Ballot, including voting instructions and a pre-addressed return envelope, shall also be

2 Any or all duties of the Proponents hereunder may be delegated by the Proponents or any of them to the Solicitation

Agent, Rust Consulting/Omni Bankruptcy.


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DOCS_LA:294999.3 46346-001 4

included in the Solicitation Package. The Proponents are permitted to serve copies of the Plan and

Disclosure Statement on CD-ROM disc or flash drive, provided that the Plan Notice shall include

(y) the address of a website with links to the Plan and Disclosure Statement, and (z) a statement that

any party wishing to receive a hard paper copy of the Plan and/or Disclosure Statement will be able

to request and obtain a hard copy at no charge by written request received at the address specified in

the Plan Notice. Hereinafter, the actual date of service of the mass mailing of the Solicitation

Package is referred to as the “Solicitation Date.”

6. If a Claim is duplicative of another Claim, the Creditor filing such Claims shall receive

only one Solicitation Package, including one Ballot, for such Claim and shall be permitted to vote

only a single Claim.

7. The Proponents are not required to serve the Solicitation Package on any person or

entity for which the notice of the hearing on the approval of the Disclosure Statement has been

returned by the United States Postal Service as undeliverable, unless the Proponents receive an

accurate address for such addressee.

8. The Plan Notice, substantially in the form annexed to the Motion as Exhibit “B” (for

voting Creditors) and Exhibit “D” (for non-voting Creditors), is hereby approved. The Proponents

shall serve as part of the Solicitation Package the (a) Plan Notice in the form of Exhibit “B” to

Creditors believed by the Proponents to be entitled to vote in Classes 1, 2 and 4, inclusive, and the

(b) Plan Notice in the form of Exhibit “D” to non-voting Creditors holding non-classified

Administrative Claims and Priority Tax Claims, Claims in Class 3 and Interests in Class 5.

9. The Ballot, substantially in the form annexed to the Motion as Exhibit “C”, is hereby

approved.

10. The Plan Solicitation Letter, substantially in the form annexed to the Motion as

Exhibit “E”, is hereby approved.

11. The Proponents are authorized to make non-substantive modifications to the Disclosure

Statement and other documents in the Solicitation Package prior to distribution in order to insert

dates and deadlines or make corrections or modifications of a typographical, conforming and/or

ministerial nature.


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DOCS_LA:294999.3 46346-001 5

12. Solely for purposes of voting to accept or reject the Plan, and not for the purpose of the

allowance of or distribution on account of a Claim, and without prejudice to the rights of the

Proponents or Creditors in any other context, each Claim in Classes 1, 2 and 4 shall be entitled to

vote the amount of such Claim as set forth in the Schedules (as may be amended from time to time)

unless such Holder has timely filed a proof of claim, in which event such Holder shall be entitled to

vote the amount of such Claim as set forth in such proof of claim; provided, however, that:

(a) If a Claim is deemed “Allowed” pursuant to an order of this Bankruptcy Court

prior to or at the Confirmation Hearing or under the Plan, such Claim shall be Allowed for voting

purposes in the “Allowed” amount set forth in the Bankruptcy Court’s order or Plan;

(b) If anyone files an objection to a Claim prior to the Solicitation Date, such Claim

shall be temporarily disallowed for voting purposes only, except to the extent and in the manner as

may be set forth in such objection or except to the extent such Claim is Allowed, or (i) prior to or at

the Confirmation Hearing temporarily pursuant to Bankruptcy Rule 3018(a), pursuant to an order of

the Bankruptcy Court or (ii) under the Plan;

(c) If a Claim has been “disallowed” by agreement of the Claim Holder or order of the

Bankruptcy Court at any time prior to or at the Confirmation Hearing, such Claim shall be

disallowed for voting purposes;

(d) If a Claim has been estimated or otherwise Allowed for voting purposes by order

of the Bankruptcy Court prior to or on the Voting Deadline, such Claim shall be temporarily

Allowed in the amount so estimated or Allowed by the Bankruptcy Court for voting purposes only;

(e) If a Claim is listed in the Schedules as contingent, unliquidated or disputed and a

proof of claim was not (i) filed by the applicable bar date for the filing of proofs of claim established

by the Bankruptcy Court or (ii) deemed timely filed by an order of the Bankruptcy Court prior to or

on the Voting Deadline, then, unless the Holder of such Claim obtains or the Bankruptcy Court

otherwise issues an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim for

voting purposes, such Claim shall be disallowed for voting purposes and for purposes of allowance

and distribution pursuant to Bankruptcy Rule 3003(c);

(f) If a Claim is partially liquidated and partially unliquidated and (i) no objection to it


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DOCS_LA:294999.3 46346-001 6

has been filed by the Voting Deadline and (ii) no order pursuant to Bankruptcy Rule 3018(a)

temporarily allowing such Claim for voting purposes in an amount greater than $1.00 has been

entered by the Bankruptcy Court, in each case prior to or on the Voting Deadline, such Claim shall

be Allowed for voting purposes only in the liquidated amount; and

(g) Notwithstanding anything to the contrary contained herein, any Creditor who has

filed or is the transferee of one or more duplicate Claims shall be provided with only one Solicitation

Package and one Ballot and be permitted to vote only a single Claim, regardless of whether the

Proponents or any other party have objected to such duplicate Claims.

13. If any Creditor seeks to utilize the Confirmation Hearing as the hearing to establish the

temporary allowance of its Claim for voting purposes, such Creditor may (a) serve on the Proponents

and file with the Bankruptcy Court on or before the fourteenth (14th) day after the Solicitation Date,

a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim for

purposes of voting to accept or reject the Plan or (b) enter into an agreement with the Proponents

therefor, provided that the Proponents file such agreement concurrently with or prior to the filing of

the Ballot Summary, and the Bankruptcy Court approves such agreement prior to or at the

Confirmation Hearing.

14. As to any Creditor filing a motion pursuant to Bankruptcy Rule 3018(a), such

Creditor’s Ballot shall not be counted unless temporarily Allowed by the Bankruptcy Court for

voting purposes after notice and a hearing.

15. If a Creditor casts more than one Ballot voting the same Claim(s) prior to the Voting

Deadline, the last properly completed Ballot actually received prior to the Voting Deadline is

deemed to reflect the voter’s intent and, thus, to supersede any prior Ballots.

16. Creditors with multiple Claims must vote all of their Claims either to accept or reject

the Plan and may not split their votes, and thus (i) no Ballot that partially rejects and partially

accepts the Plan and (ii) no Ballot submitted by a Creditor with multiple Claims that votes

inconsistently, will be counted for purposes of voting, except as otherwise set forth herein.

17. Without further order of this Bankruptcy Court, except as otherwise set forth herein,

any Ballot that is properly completed, executed and timely returned to the Proponents but does not


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DOCS_LA:294999.3 46346-001 7

indicate an acceptance or rejection of the Plan or that indicates both an acceptance and a rejection of

the Plan or is otherwise ambiguous as to whether it accepts or rejects the Plan, shall not be counted

for any purpose.


any Ballot actually received by the Proponents after the Voting Deadline shall not be counted for

purposes of voting unless later approved by the Bankruptcy Court.


any Ballot that is illegible or contains insufficient information to permit the identification of the

claimant, its Claim(s) and/or its vote shall not be counted for purposes of voting, except as otherwise

set forth herein.


any Ballot cast by a person or entity that does not hold a Claim entitled to vote shall not be counted

for purposes of voting.


any Ballot cast for a Claim scheduled as unliquidated, contingent or disputed for which no proof of

claim was timely filed shall not be counted for purposes of voting.


any unsigned Ballot or non-originally signed Ballot shall not be counted for purposes of voting,

except as otherwise set forth herein.


any Ballot sent directly to any of the Trustee, the Committee, the Debtor, their agents, or their

financial or legal advisors or to any party other than the Solicitation Agent, Rust Consulting/Omni

Bankruptcy, and not delivered to the the Solicitation Agent, Rust Consulting/Omni Bankruptcy so

that it is actually received by the Voting Deadline, shall not be counted for purposes of voting.


any Ballot cast for a Claim that has been disallowed (for voting purposes or otherwise) and/or for a

Claim of an entity designated pursuant to section 1126(e) of the Bankruptcy Code shall not be

counted for any purpose.


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DOCS_LA:294999.3 46346-001 8


any Ballot transmitted by facsimile, email or other electronic means shall not be counted for

purposes of voting.

26. A Holder of a Claim entitled to vote that has delivered a valid Ballot may withdraw

such Ballot solely in accordance with Bankruptcy Rule 3018(a).

27. None of the Proponents or any other person or entity shall be under any duty to provide

notification of defects or irregularities with respect to delivered Ballots, nor shall the Proponents or

any other person or entity incur any liability for failure to provide such notification.

28. Twenty-eight (28) days following the Solicitation Date is fixed as the last day for filing

and serving written objections, accompanied by a memorandum of law and any supporting evidence,

to confirmation of the Plan (the “Confirmation Objection Deadline”). Any such objections must be

in writing and must (a) specify a caption setting forth the name of the court, the case number and

title of the objection, indicating the matter to which objection is being made, (b) state the name and

address of the objector and the amount of its Claim or the nature of its interest in the Debtor’s

chapter 11 case, (c) specify the basis and nature of the objection, and (d) be filed with the Clerk of

the Bankruptcy Court, together with proof of service, and served upon the following parties:


th Floor

Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 Attn: Robert B. Orgel Jeffrey L. Kandel Counsel to the Creditors’ Committee: David W. Meadows Law Offices of David W. Meadows 1801 Century Park East, Suite 1235 Los Angeles, CA 90067 Tel: (310) 557-8490 Fax: (310) 557-8493 Office of the U.S. Trustee: U.S. Department of Justice Office of the United States Trustee 128 East Carrillo Street Santa Barbara, CA 93111 Tel: (805) 957-4100


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DOCS_LA:294999.3 46346-001 9

Fax: (805) 957-4103 Attn: Brian Fittipaldi

In order to preserve an objection, anyone filing an objection must also attend the

Confirmation Hearing, either in person or through counsel. The Confirmation Hearing, generally or

as to any matter being considered thereat, may be adjourned from time to time by the Bankruptcy

Court without further notice except for an adjournment announced at the Confirmation Hearing or

any adjournment of that hearing. Any objections not filed and served as set forth above shall be

deemed waived and shall not be considered by the Bankruptcy Court.

29. The Proponents shall file their memorandum in support of Plan confirmation, and the

Proponents and any other party supporting the Plan shall file with the Bankruptcy Court and serve on

the applicable objecting party any response to a timely filed objection to confirmation of the Plan by

fourteen (14) days prior to the Confirmation Hearing.

30. The Proponents shall file the Plan Supplement no later than fourteen (14) days prior to

the Voting Deadline.

31. The Proponents shall file their Ballot Summary and Voting Allowance Notice no later

than seven (7) days prior to the Confirmation Hearing.

32. The Proponents and other parties in interest may seek further clarification from the

Bankruptcy Court on vote tabulation and the solicitation process, and retain the right to object or

raise any issue with respect to any Ballot.

###


EXHIBIT B


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DOCS_LA:295000.2 46346-010





NORTHERN DIVISION


Case No. 9:08-bk-11457 PC Chapter 11 NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) HEARING TO CONSIDER CONFIRMATION OF THE PLAN, AND (III) DEADLINE AND PROCEDURES FOR VOTING AND FILING OBJECTIONS TO CONFIRMATION OF THE PLAN

Confirmation Hearing Date: [To Be Set] Time: [To Be Set] Place: Courtroom 201 1415 State Street Santa Barbara, CA Judge: Honorable Peter Carroll

PLEASE TAKE NOTICE that your vote is being solicited in connection with the First



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DOCS_LA:295000.2 46346-010 2

Proposed by the Chapter 11 Trustee and Creditors’ Committee (the “Plan”);1 filed by Thomas P.

Jeremiassen, as the chapter 11 trustee (the “Trustee”) for Estate Financial, Inc. (“EFI”), and the

Official Committee of Unsecured Creditors of EFI (the “Committee” and, together with the Trustee,

the “Proponents”).

You should carefully review the material set forth in the Disclosure Statement with Respect

to First Amended Liquidating Plan Under Chapter 11 of the Bankruptcy Code Dated November 25,

2015 Proposed by the Chapter 11 Trustee and Creditors’ Committee (the “Disclosure Statement”)

(and in the exhibits attached thereto) in order to make an independent determination as to whether to

vote to accept or reject the Plan. THE PROPONENTS RECOMMEND THAT YOU VOTE TO

ACCEPT THE PLAN.

PLEASE TAKE FURTHER NOTICE that (a) by order dated __________, 2016 (the

“Approval Order”), a copy of which is enclosed herewith, the United States Bankruptcy Court for

the Central District of California (Los Angeles Division) (the “Court”) approved the Disclosure

Statement as containing “adequate information” within the meaning of section 1125 of chapter 11 of

title 11 of the United States Code (the “Bankruptcy Code”) and (b) by order dated _____________,

2016, the Court approved voting and solicitation procedures for the Plan.

PLEASE TAKE FURTHER NOTICE that enclosed is a CD-ROM disc or flash drive

including copies of the Plan and Disclosure Statement. In addition, the Plan and Disclosure

Statement are available to you (1) at the case website at www.omnimgt.com/estatefinancial, and (2)

as a hard copy at no charge upon written request to the Solicitation Agent at the following address:

Rust Consulting/Omni Bankruptcy 5955 DeSoto Avenue, Suite #100 Woodland Hills, CA 91367 Attn: Estate Financial, Inc. Email: [email protected]__________ Telephone: (818) 906-8300 Facsimile: (818) 783-2737

Copies of the Disclosure Statement and Plan also are on file with the Clerk of the Court.

PLEASE TAKE FURTHER NOTICE that by order dated __________, 2016, the Court

1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the

Plan.


http://www.omnimgt.com/estatefinancial

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DOCS_LA:295000.2 46346-010 3

established __________, 2016 at 4:00 p.m. (Prevailing Pacific Time) (the “Voting Deadline”) as

the deadline by which Ballots accepting or rejecting the Plan must be received. Subject to the

Approval Order, to be counted, your originally signed Ballot (which is enclosed herewith) must

actually be received on or before the Voting Deadline and must be returned to the following address

by mail or personal delivery only:

Rust Consulting/Omni Bankruptcy 5955 DeSoto Avenue, Suite #100 Woodland Hills, CA 91367 Attn: Estate Financial, Inc.

PLEASE TAKE FURTHER NOTICE that on ___________, 2016, at __:__ _.m.

(Prevailing Pacific Time), or as soon thereafter as counsel may be heard, a hearing will be held

before the Honorable Peter Carroll, 1415 State Street, Courtroom 201, Santa Barbara, CA to

consider confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, and for such

other and further relief as may be just and proper (the “Confirmation Hearing”).

PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing, generally or as to

any matter being considered thereat, may be adjourned as to confirmation or any matter from time to

time without further notice to Creditors or other parties in interest, other than by an announcement of

such an adjournment in open court at the Confirmation Hearing or any adjournment thereof.

Additionally, the Plan may be modified in accordance with the Bankruptcy Code, the Federal Rules

of Bankruptcy Procedure and other applicable law, without further notice, prior to or as a result of

the Confirmation Hearing.

PLEASE TAKE FURTHER NOTICE that (a) Creditors holding Claims subject to a

pending objection cannot vote absent the Court’s temporary allowance of the Claim for voting

purposes and (b) on or before ____________, 2016, any Creditor seeking to utilize the Confirmation

Hearing as the hearing to establish the temporary allowance of its Claim for voting purposes by

motion must serve on the Proponents and file with the Court a motion for an order pursuant to

Bankruptcy Rule 3018(a) temporarily allowing such Claim for purposes of voting to accept or reject

the Plan and notice thereof. Absent temporary allowance by the Court of such Creditor’s Claim for

voting purposes, such Creditor’s Ballot need not be counted by the Plan Proponents in the vote


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DOCS_LA:295000.2 46346-010 4

tabulation.

PLEASE TAKE FURTHER NOTICE that ___________, 2016 is fixed as the last day for

filing and serving written objections, accompanied by a memorandum of points and authorities and

any supporting evidence, to confirmation of the Plan. Any such objections must be in writing and

must (a) specify a caption setting forth the name of the court, the case number and title of the

objection, indicating the matter to which objection is being made, (b) state the name and address of

the objector and the amount of its Claim or the nature of its interest in the Debtor’s chapter 11 case,

(c) specify the basis and nature of the objection, and (d) be filed with the Clerk of the Court, together

with proof of service, and served upon:


th Floor


Any objections not filed and served as set forth above may be deemed waived and may not

be considered by the Court.

PLEASE TAKE FURTHER NOTICE that the Proponents and any other party supporting

the Plan shall file with the Court and serve on the applicable objecting party any response to a timely

filed objection to confirmation of the Plan by ___________, 2016.


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DOCS_LA:295000.2 46346-010 5

PLEASE TAKE FURTHER NOTICE that the Proponents and other parties in interest may

seek further clarification from the Court on vote tabulation and the solicitation process, and retain

the right to object or raise any issue with respect to any Ballot.

UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY SERVED AND

FILED, IT MAY NOT BE CONSIDERED BY THE COURT.

IF NO OBJECTIONS ARE TIMELY FILED AND SERVED IN ACCORDANCE

WITH THIS NOTICE, THE COURT MAY CONFIRM THE PLAN WITHOUT FURTHER

NOTICE OR HEARING.

THE CONFIRMATION HEARING SHALL OCCUR BEFORE THE HONORABLE

PETER CARROLL AT 1415 STATE STREET, COURTROOM 201, SANTA BARBARA, CA

ON __________, 2016 AT __:__ _.M. (PREVAILING PACIFIC TIME).

Dated: _________ ___, 2016 PACHULSKI STANG ZIEHL & JONES LLP

By:

Robert B. Orgel Jeffrey L. Kandel Cia H. Mackle Counsel for Thomas P. Jeremiassen, Chapter 11 Trustee for Estate Financial, Inc.

LAW OFFICES OF DAVID W. MEADOWS

By:

David W. Meadows Counsel for Official Committee of Unsecured Creditors for Estate Financial, Inc.


EXHIBIT C


DOCS_LA:295002.3 46346-001 1

BALLOT FOR VOTING CLAIMS AGAINST ESTATE FINANCIAL, INC. IN CLASS _ OF THE PLAN

Thomas P. Jeremiassen, as the chapter 11 trustee for Estate Financial, Inc., and the

Official Committee of Unsecured Creditors of Estate Financial, Inc. (together, the “Proponents”)

filed their First Amended Liquidating Plan Under Chapter 11 of the Bankruptcy Code Dated

November 25, 2015 Proposed by the Chapter 11 Trustee and Creditors’ Committee (the “Plan”)1

and Disclosure Statement with Respect to First Amended Liquidating Plan Under Chapter 11 of

the Bankruptcy Code Dated November 25, 2015 Proposed by the Chapter 11 Trustee and

Creditors’ Committee (the “Disclosure Statement”), copies of which are included on the CD-

ROM or materials accompanying this Ballot and which have also been posted at

www.omnimgt.com/estatefinancial. If you wish to obtain a printed copy of the Disclosure

Statement, Plan or Approval Order (defined below), please submit a written request to Rust

Consulting/Omni Bankruptcy, 5955 DeSoto Avenue, Suite 100, Woodland Hills, CA 91367,

Attn: Estate Financial, Inc., or by fax at (818) 783-2737, or by email at

[email protected].

You have received this Ballot because the Proponents believe that you assert to be the

Holder of one or more Claims against Estate Financial, Inc. (the “Debtor”), which have been

classified by the Proponents in Class _ of the Plan. Please use this Ballot to cast your vote to

accept or reject the Plan in Class _ of the Plan, and make the other certifications set forth below.

The Disclosure Statement, which has been approved by the entry of an order (the

“Approval Order”) by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code,

provides information to assist you in deciding how to vote on the Plan. The Bankruptcy Court’s

approval of the Disclosure Statement does not indicate approval of the Plan.

You should review the Disclosure Statement, the Plan and the Approval Order

before you vote. You may wish to seek legal advice concerning the Plan and the

classification and treatment of your Claim or Claims under the Plan.

VOTING DEADLINE:

4:00 P.M. (PREVAILING PACIFIC TIME) ON __________, 2016.

If your Ballot is not received by mail, overnight delivery or hand delivery at the

address below on or before the Voting Deadline and such deadline is not extended,

your vote will not count as either an acceptance or rejection of the Plan. Ballots

returned by fax or email will not be counted. If the Plan is confirmed by the

Bankruptcy Court, it will be binding on you whether or not you vote.

This Ballot is not a letter of transmittal and may not be used for any purpose other than

for a Holder of a Claim to cast a vote to accept or reject the Plan as the Holder of a Claim or

Claims classified in Class _ of the Plan.

1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.


DOCS_LA:295002.3 46346-001

HOW TO VOTE

1. COMPLETE ITEM 1

2. REVIEW AND COMPLETE THE CERTIFICATION (ITEM 2).

3. SIGN AND DATE THE BALLOT AND FILL OUT THE OTHER REQUIRED

INFORMATION.

4. YOU MUST VOTE ALL OF YOUR CLASS _ CLAIMS AGAINST THE DEBTOR

EITHER TO ACCEPT OR TO REJECT THE PLAN. YOU MAY NOT SPLIT YOUR

VOTE.

5. ANY EXECUTED BALLOT RECEIVED THAT DOES NOT INDICATE EITHER AN

ACCEPTANCE OR REJECTION OF THE PLAN OR THAT INDICATES BOTH AN

ACCEPTANCE AND A REJECTION OF THE PLAN WILL NOT BE COUNTED.

6. FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY

COMPLETED (WITH AN ORIGINAL SIGNATURE OR SIGNATURES) AND

ACTUALLY RECEIVED BY RUST CONSULTING/OMNI BANKRUPTCY NO

LATER THAN ______________, 2016 AT 4:00 P.M. (PREVAILING PACIFIC TIME).

YOU MAY USE THE ENVELOPE PROVIDED, OR OTHERWISE SEND YOUR

BALLOT TO THE ADDRESS SET FORTH BELOW BY COURIER, HAND

DELIVERY, OVERNIGHT DELIVERY OR U.S. MAIL:

RUST CONSULTING/OMNI BANKRUPTCY,

5955 DESOTO AVENUE, SUITE 100

WOODLAND HILLS, CA 91367

ATTN: ESTATE FINANCIAL, INC.

BALLOTS RETURNED BY FAX OR EMAIL WILL NOT BE COUNTED.


DOCS_LA:295002.3 46346-001

Item 1: Vote For or Against the Plan in Class __

The Holder of the Class _ Claim(s) identified in this Ballot votes as follows (check one

box only—if you do not check a box or if you check both boxes, your vote will not be counted):

� Accepts the Plan OR � Rejects the Plan

Item 2: Certification.

By returning this Ballot, the undersigned certifies that (a) it is the Holder of a Class __

Claim(s) as of the Voting Record Date (________, 2016), (b) this Ballot is the only Ballot

submitted by the undersigned in connection with its Class _ Claim(s) against the Debtor, (b) it

has full power and authority to vote to accept or reject the Plan with respect to its Class __

Claim(s) against the Debtor, and (c) it has received a copy of the Disclosure Statement (including

the exhibits thereto) and understands that the solicitation of votes for the Plan is subject to all of

the terms and conditions set forth in the Disclosure Statement, Plan and Approval Order.

YOUR RECEIPT OR SUBMISSION OF THIS BALLOT DOES NOT SIGNIFY

THAT ANY OF YOUR CLAIMS HAVE BEEN OR WILL BE ALLOWED. THIS

BALLOT SHALL NOT CONSTITUTE OR BE DEEMED A PROOF OF CLAIM OR

EQUITY INTEREST, AN ASSERTION OF A CLAIM OR EQUITY INTEREST, OR

THE ALLOWANCE OF A CLAIM OR EQUITY INTEREST.

Holder of Claims(s) (print clearly or type):

Signature (original signature required):

Name of Signer (print clearly or type):

Title (if applicable):

EFI Investor Number (if applicable and if known): __________________________

Street Address:

City, State, Zip Code:

Telephone Number(s):

Fax Number:

Email Address:

Date Completed:

If you are submitting this Ballot in any capacity other than as the Holder of your Claim(s)

against the Debtor, please describe in detail your representative capacity for the Holder and

attach a copy of any writing purporting to grant you the authority to submit this Ballot:

__________________________________________________________

(Please attach pages(s) as necessary to complete.)


DOCS_LA:295002.3 46346-001

YOUR VOTE MUST BE FORWARDED IN AMPLE TIME TO BE RECEIVED

BY 4:00 P.M. (PREVAILING EASTERN TIME) ON ___________, 2016, OR

YOUR VOTE WILL NOT BE COUNTED.

IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE

VOTING PROCEDURES, OR IF YOU NEED A BALLOT OR ADDITIONAL COPIES

OF THE PLAN, DISCLOSURE STATEMENT OR OTHER ENCLOSED MATERIALS,

PLEASE SUBMIT A WRITTEN REQUEST TO: Rust Consulting/Omni Bankruptcy,

5955 DeSoto Avenue, Suite 100, Woodland Hills, CA 91367, Attn: Estate Financial, Inc. or

by fax at (818) 783-2737, Attn: Estate Financial, Inc., or by email at

[email protected].


EXHIBIT D


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DOCS_LA:295003.2 46346-001





NORTHERN DIVISION


Case No. 9:08-bk-11457 PC Chapter 11 NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) HEARING TO CONSIDER CONFIRMATION OF THE PLAN, (III) SUMMARY OF PLAN TREATMENT, AND (IV) DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN Confirmation Hearing Date: Date: [To Be Set] Time: [To Be Set] Place: Courtroom 201 1415 State Street Santa Barbara, CA Judge: Honorable Peter Carroll


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DOCS_LA:295003.2 46346-001 2

PLEASE TAKE NOTICE that the First Amended Liquidating Plan Under Chapter 11 of

the Bankruptcy Code Dated November 25, 2015 Proposed by the Chapter 11 Trustee and Creditors’

Committee (as may be amended, the “Plan”)1 and Disclosure Statement with Respect to First


Proposed by the Chapter 11 Trustee and Creditors’ Committee (the “Disclosure Statement”) have

been filed with the Bankruptcy Court and are on the CD-ROM included herewith. Additional copies

thereof may be obtained by parties in interest upon written request to the following address:

Rust Consulting/Omni Bankruptcy 5955 DeSoto Avenue, Suite 100 Woodland Hills, CA 91367 Attn: Estate Financial, Inc. Email: [________]@omnimgt.com__________ Telephone: (818) 906-8300 Facsimile: (818) 783-2737]

Copies of the Disclosure Statement and Plan also are on file with the Clerk of the Court and

online at the Trustee’s website at www.omnimgt.com/estatefinancial.

PLEASE TAKE FURTHER NOTICE that by (a) order dated __________, 2016, the

United States Bankruptcy Court for the Central District of California (Los Angeles Division) (the

“Court”) approved the Disclosure Statement as containing “adequate information” within the

meaning of section 1125 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”)

and (b) order dated ____________, 2016 approved voting and solicitation procedures for the Plan.

PLEASE TAKE FURTHER NOTICE that on __________, 2016 at __:__ __.m.

(Prevailing Pacific Time), or as soon thereafter as counsel may be heard, a hearing will be held

before the Honorable Peter Carroll, 1415 State Street, Courtroom 201, Santa Barbara, CA, to

consider confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code and for such

other and further relief as may be just and proper (the “Confirmation Hearing”).

PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing, generally or as to

any matter being considered thereat, may be adjourned as to confirmation or any matter from time to

time without further notice to Creditors or other parties in interest, other than by an announcement of

1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the

Plan.


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DOCS_LA:295003.2 46346-001 3

such an adjournment in open court at the Confirmation Hearing or any adjournment thereof.

Additionally, the Plan may be modified in accordance with the Bankruptcy Code, the Federal Rules

of Bankruptcy Procedure and other applicable law, without further notice, prior to or as a result of

the Confirmation Hearing.

PLEASE TAKE FURTHER NOTICE that the Plan proposes to modify the rights of

certain Creditors and Interest Holders of the Debtor. The Plan establishes the following Classes of

Claims and Interests with the following status with respect to whether the Plan’s treatment leaves the

Claims in the Class Impaired or Unimpaired:

Class Claims/Interests Impaired /

Unimpaired

Entitled to Vote /

Not Entitled to Vote

Class 1 Allowed Secured Real

Property Tax Claim Impaired Entitled to Vote

Class 2 Allowed

Miscellaneous Secured

Claims

Impaired Entitled to Vote

Class 3 Allowed Priority

Claims Unimpaired Not Entitled to Vote

Class 4 Allowed General

Unsecured Claims Impaired Entitled to Vote

Class 5 Interests Impaired Not Entitled to Vote

Holders of Claims in Class 3 are unimpaired under the Plan and are conclusively deemed to

have accepted the Plan and are not entitled to vote on the Plan. Holders of Interests in Class 5 will

receive no distributions on account of such Interests and are conclusively deemed to have rejected

the Plan and thus are not entitled to vote on the Plan. Only the Holders of Impaired Claims in Class

1, Class 2, and Class 4 are entitled to vote to accept or to reject the Plan. You have been sent this

notice because the Plan Proponents have identified you as potentially holding a Claim in Class 3 or

Class 5. If you believe you have a Claim in Class 1, Class 2, or Class 4 and are entitled to vote for

or against the Plan and would like to receive a Ballot, please contact:


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DOCS_LA:295003.2 46346-001 4

Rust Consulting/Omni Bankruptcy 5955 DeSoto Avenue, Suite 100 Woodland Hills, CA 91367 Attn: Estate Financial, Inc. Email: [email protected]__________ Telephone: (818) 906-8300 Facsimile: (818) 783-2737

The voting deadline is ___________, 2016 at 4:00 p.m. (Prevailing Pacific Time), and your

signed Ballot must be received by Rust Consulting/Omni Bankruptcy before such deadline.

PLEASE TAKE FURTHER NOTICE that ____________, 2016 is fixed as the last day for

filing and serving written objections, accompanied by a memorandum of points and authorities and

any supporting evidence, to confirmation of the Plan. Any such objections must be in writing and

must (i) specify a caption setting forth the name of the court, the case number and title of the

objection, indicating the matter to which objection is being made, (ii) state the name and address of

the objector and the amount of its Claim or the nature of its interest in the Debtor’s chapter 11 case,

(iii) specify the basis and nature of the objection, and (iv) be filed with the Clerk of the Court,

together with proof of service, and served upon:


th Floor


Any objections not filed and served as set forth above shall be deemed waived and shall not


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DOCS_LA:295003.2 46346-001 5

be considered by the Court.

PLEASE TAKE FURTHER NOTICE that the Proponents and any other party supporting

the Plan shall file with the Court and serve on the applicable objecting party any response to a timely

filed objection to confirmation of the Plan by _________ __, 2016.

UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY SERVED AND

FILED, IT WILL NOT BE CONSIDERED BY THE COURT.

IF NO OBJECTIONS ARE TIMELY FILED AND SERVED IN ACCORDANCE

WITH THIS NOTICE, THE COURT MAY CONFIRM THE PLAN WITHOUT FURTHER

NOTICE OR HEARING.

THE CONFIRMATION HEARING SHALL OCCUR BEFORE THE HONORABLE

PETER CARROLL AT 1415 STATE STREET, COURTROOM 201, SANTA BARBARA, CA

ON __________, 2016 AT __:__ _.M. (PREVAILING PACIFIC TIME).

Dated: ___________ ___, 2016 PACHULSKI STANG ZIEHL & JONES LLP

By:

Robert B. Orgel Jeffrey L. Kandel Cia H. Mackle Counsel to Thomas P. Jeremiassen, Chapter 11 Trustee for Estate Financial, Inc.

LAW OFFICE OF DAVID W. MEADOWS

By: ___________________

David W. Meadows Counsel to the Official Committee of Unsecured Creditors of Estate Financial, Inc.


EXHIBIT E


DOCS_LA:295579.3 46346-001

Dated: February __, 2016

To: Unsecured Creditors of Estate Financial, Inc. (“EFI”)

From: The Chapter 11 Trustee and the Official Unsecured Creditors Committee of

Estate Financial, Inc. (the “Creditors Committee”)

Dear Creditors:

Enclosed are materials and a CD (computer disc) relating to the proposed liquidating chapter 11

plan filed by the Chapter 11 Trustee and your Creditors Committee (the “Plan”). This memo is

meant to provide you with some brief highlights as to the Plan and the other materials enclosed.

The formal title of the Plan is “First Amended Liquidating Plan under Chapter 11 of the

Bankruptcy Code Dated November 25, 2015 Proposed by the Chapter 11 Trustee and the

Creditors Committee.” The Plan sets out in detail how the remaining available funds from the

liquidation of the EFI assets will be distributed. It is included in the enclosed CD. Also on the

CD is a separate document formally entitled “Disclosure Statement With Respect to First


Proposed by the Chapter 11 Trustee and the Creditors’ Committee” (the “Disclosure

Statement”). The Disclosure Statement describes and explains what caused EFI to be in a

chapter 11 bankruptcy proceeding and what has transpired during the bankruptcy case, and also

provides some description of the Plan provisions. The Disclosure Statement is designed to

provide those of you entitled to vote (which most likely includes everyone who receives a ballot)

with adequate information to enable you to choose to vote in favor of the Plan or to vote against

the Plan.

The Chapter 11 Trustee and the Creditors Committee recommend that you vote in favor of the

Plan.

Together the Plan and Disclosure Statement have 278 pages. Rather than incur the expense to

print and mail those lengthy documents to each required recipient, we have instead made the

documents available to you in three ways. First, the Plan and Disclosure Statement are contained

in the enclosed CD, viewable on your computer. Second, you may, as described below, request

printed copies and we will mail them to you free of charge. Third, you may view the documents

on-line at www.omnimgt.com/public/-estatefinancial, where there are prominent links to the

documents.

An extremely brief, “nutshell” version of both the Disclosure Statement and Plan is as follows:

1. Since the case was commenced in 2008, the Chapter 11 Trustee has foreclosed on

over 500 defaulted loans made by EFI and liquidated the real estate holdings resulting from such

foreclosures. That process now is almost completed.

2. As the real estate holdings were sold, most investor-creditors were paid from

escrow a portion of what they were owed and most investors retained a portion of their filed


http://www.omnimgt.com/public/-estatefinancial

DOCS_LA:295579.3 46346-001

claims as unsecured claims, in a reduced amount. In this manner the Chapter 11 Trustee has

distributed approximately $39 million to over 1,000 investor-creditors (including to the trustee

representing the creditors of Estate Financial Mortgage Fund).

3. In addition to the prior distributions upon sales of properties, the holders of

unsecured claims are projected to receive from cash on hand approximately an additional 4-5%

of the amount of their Allowed Claim (as defined in the Plan), paid out proportionately.

4. There remains potential for a further distribution from other assets too, the most

significant of which are the proceeds, if any, that may be realized from pending litigation against

the law firm of Bryan Cave, LLP, which represented EFI prior to the bankruptcy case. The

outcome of that litigation is uncertain and it will likely not be resolved for at least a year (and

perhaps quite a bit longer). (Certain unsecured creditors which previously settled with the Bryan

Cave firm have waived their right to any future distributions from the proceeds of that litigation.)

The Chapter 11 Trustee and the Creditors Committee believe that obtaining confirmation

(Court approval) of the Chapter 11 Plan is the least expensive and most efficient way to

implement these payment provisions. The alternative is the conversion of the case to Chapter 7

of the Bankruptcy Code, which will be more expensive than providing distributions through the

Plan and cause even more delay. As a result, if you received a ballot (or believe you are entitled

to vote and request a ballot), the Chapter 11 Trustee and the Creditors Committee recommend

that you vote in favor of the Plan, after reviewing the Plan and Disclosure Statement, by

marking the enclosed ballot and by mailing the ballot back in the addressed envelope.

______________, 2016 is the deadline by which the ballot must actually be received for

your vote to be counted.

If you would like a hard copy of the Plan or Disclosure Statement (at no charge), please send an

email, telephone or write the EFI solicitation and balloting agent, as follows:

Omni Management Group LLC

Attn: EFI

5955 De Soto Avenue, Suite 100

Woodland Hills, CA 91367

(866) 989-6146

[email protected]

Very truly yours,

PACHULSKI STANG ZIEHL & JONES, LLP

_______________________________

Robert B. Orgel

Jeffrey L. Kandel

Cia H. Mackle

Counsel to Thomas P. Jeremiassen, Trustee

THE LAW OFFICES OF DAVID W. MEADOWS

_______________________________

David W. Meadows

Counsel to the Official Unsecured Creditors

Committee


DOCS_LA:289979.3 46346-001

PROOF OF SERVICE OF DOCUMENT I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is:

Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 13th Floor, Los Angeles, CA 90067 A true and correct copy of the foregoing document entitled (specify): NOTICE OF JOINT MOTION AND JOINT MOTION OF CHAPTER 11 TRUSTEE AND CREDITORS’ COMMITTEE FOR ORDER APPROVING SOLICITATION AND VOTING PROCEDURES WITH RESPECT TO FIRST AMENDED LIQUIDATING PLAN UNDER CHAPTER 11 OF THE BANKRUPTCY CODE DATED NOVEMBER 25, 2015; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATIONS OF JEFFREY L. KANDEL, DAVID W. MEADOWS, AND BRIAN K. OSBORNE will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below: 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) January 12, 2016, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:

See NEF for confirmation of electronic transmission to the U.S. Trustee and any trustee in

this case, and to any attorneys who receive service by NEF. Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On (date) January 12, 2016, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) January 12, 2016, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. Via Federal Express The Honorable Peter Carroll United States Bankruptcy Court Central District of California 1415 State Street Santa Barbara, CA 93101 Service information continued on attached page I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. January 12, 2016 Rolanda Mori /s/ Rolanda Mori

Date Printed Name Signature


DOCS_LA:289979.3 46346-001

1. SERVED VIA NEF

William C Beall [email protected], [email protected]

Mark Bradshaw [email protected], [email protected]

Martin J Brill [email protected]

James L Brunello [email protected]

Christopher Celentino [email protected], [email protected]

Caroline Djang [email protected]

Joseph A Eisenberg [email protected],

[email protected];[email protected];[email protected];[email protected]

John D. Faucher [email protected], [email protected]

Brian D Fittipaldi [email protected]

John W Fricks [email protected]

Larry W Gabriel [email protected], [email protected]

Jon F Gauthier [email protected], [email protected]

Thomas M Geher [email protected], [email protected];[email protected];[email protected]

Philip J Giles [email protected], [email protected]

David Gould [email protected]

Matthew Grimshaw [email protected], [email protected]

Jacqueline A Gruber [email protected]

Steven T Gubner [email protected], [email protected]

Ralph P Guenther [email protected]

Asa S Hami [email protected],

[email protected];[email protected];[email protected]

Thomas P Jeremiassen (TR) [email protected]

David A Juhnke [email protected]

Brian M Kandel [email protected]

Jeffrey L Kandel [email protected]

Talin Keshishian [email protected], [email protected]

Lewis R Landau [email protected]

rene Lastreto [email protected], [email protected];[email protected]

Erica T Loftis [email protected]

David W. Meadows [email protected]

Samuel R Maizel [email protected], [email protected]

Daniel M McGee [email protected]

Frank F McGinn [email protected]

Alexis M McGinness [email protected], [email protected];[email protected]

Krikor J Meshefejian [email protected]

Craig Millet [email protected], [email protected];[email protected]

Jennifer L Nelson [email protected]

Jeffrey P Nolan [email protected]

Christopher A Nowlin [email protected]

Robert B Orgel [email protected], [email protected]

David M Poitras [email protected], [email protected];[email protected];[email protected]

Kelly M Raftery [email protected]

Dean G Rallis [email protected], [email protected]

Edwin J Rambuski [email protected], [email protected]

Edwin J Rambuski [email protected], [email protected]

Paul F Ready [email protected], [email protected]


DOCS_LA:289979.3 46346-001

John P Reitman [email protected],

[email protected];[email protected];[email protected];[email protected];msutton@l

gbfirm.com

Christopher O Rivas [email protected]

Yonaton M Rosenzweig [email protected], [email protected]

John D Schlotter [email protected]

Timothy J Silverman [email protected]

Evan D Smiley [email protected], [email protected]

Robyn B Sokol [email protected], [email protected]

Peter Susi [email protected], [email protected]

Cathy Ta [email protected], [email protected];[email protected]

Bill Taylor [email protected]

United States Trustee (ND) [email protected]

Darlene C Vigil [email protected]

Marshall C Wallace [email protected]

Kristin S Webb [email protected]

Corey R Weber [email protected], [email protected]

Edward T Weber [email protected]

Katherine M Windler [email protected]

Jennifer C Wong [email protected]

Kelly A Woodruff [email protected]

Jonathan R Zeko [email protected]

2. SERVED VIA U.S. MAIL

CHAPTER 11 TRUSTEE FOR EFI Thomas P. Jeremiassen Berkeley Research Group, LLC 2049 Century Park East, Ste. 2525 Los Angeles, CA 90067 CHAPTER 11 TRUSTEE FOR EFMF Bradley N. Sharp – Trustee c/o Development Specialists, Inc. 333 S. Grand Ave., Suite 4070 Los Angeles, CA 90071 UNITED STATES TRUSTEE (ND) Office of the U.S. Trustee Attn: Brian Fittipaldi 915 Wilshire Blvd., Suite 1850 Los Angeles, CA 90017 U.S. TRUSTEE’S COUNSEL Office of the U.S. Trustee Brian Fittipaldi 128 E. Carrillo St. Santa Barbara, CA 93101

Lewis Landau, Esq. Lewis Landau & Assoc. 23564 Calabasas Road, #104 Calabasas, CA 91302 Louise Kalshan 440 Kerwin Cambria, CA 93428 Bryan Cave LLP c/o Katherine M. Windler 120 Broadway, Suite 330 Santa Monica, CA 90401 David Gould Former Dissolution Mgr. Estate Financial Mortgage Fund LLC 23975 Park Sorrento Ste 200 Calabasas, CA 91302-4011 Peter Susi Hollister & Brace 1126 Santa Barbara Street Santa Barbara, CA 93101 Investment Trends LLC/Schultheis 4455 Via Bendita Santa Barbara, CA 93110

Thomas P. Jeremiassen Berkeley Research Group, LLC 2049 Century Park East, Ste. 2525 Los Angeles, CA 90067 Mark E. Aronson dCounsel for Bond Safeguard Insurance Co. Anderson, McPharlin & Conners LLP 444 S. Flower Street, 31st Floor Los Angeles, CA 90071-2901 Jonathan R. Zeko,, Esq. Counsel for Shelton Construction, Inc. Grant & Zeko, APC 1331 India Street San Diego, CA 92101 The Investment Company 3027 Bridle Trail Ln Paso Robles, CA 93446-4178 Brian M. Kandel, Esq. Attorney for Alvand Construction Book & Book, LLP 1414 Soquel Avenue #203 Santa Cruz, CA 95062


DOCS_LA:289979.3 46346-001

Michael A. Dias, Esq. Jonette M. Montgomery, Esq. Attorneys for Mattos Underground Construction Dias Law Firm 502 West Grangeville Blvd Hanford, CA 93230 Patricia Cullinan 13505 Old Morro Road Atascadero, CA 93422 Karen Guth P.O. Box 551 San Clemente, CA 92674 Sherri G. Bell 245 Kendal Lane Cambria, CA 93428 Attnys for Sidney H. Zusman Sidney H. Zusman c/o Edward S. Zusman 465 California Street, Ste 500 San Francisco, CA 94104 Attnys for Scott Drimmel and Bonnie Drimmel René Lastreto, II, Esq. Lee Ann Eager, Esq. Lang, Richert & Patch 5200 North Palm, Suite 401 Fresno, CA 93704

Todd M. Wolfe, Esq. Attorney for California Plastering Green & Campbell, LLP 1777 E. Los Angeles Ave Suite 201 Simi Valley, CA 93065 Martha Romero ROMERO LAW FIRM BMR Professional Building 6516 Bright Ave. Whittier, CA 90601 Linda A. Barlow 2700 N. Main Street, Ste 850 Santa Ana, CA 92705-6638 Law Office of Jeffrey Rowe Attorney for Tom Besmer Construction 2440 West Shaw Ave., Ste 114 Fresno, CA 93711 Robert Flores PO Box 365 Mountain Ranch, CA 95246 Ralph P. Guenther, Esq. Attys for Jack D. Montague Duffy & Guenther, LLP 149 Bonifacio Place Monterey, CA 93940 Attys for Erna Morris James M. Lauderdale, Esq. Lauderdale Law Offices 150 Carmelito Ave. Monterey, CA 93940

Teresa McWilliams 1542 Ramona Lane Santa Barbara, CA 93108 Sylvia C. Reussner and Ray D. Reussner 1542 Ramona Lane Santa Barbara, CA 93108 McCarthy & Holthus, LLP 1770 Fourth Ave San Diego, CA 92101 Select Portfolio Servicing, Inc. 3815 South West Temple Salt Lake City, UT 84115 James L. Brunello, Esq. Atty for Stan and Judy Young P.O. Box 4155 El Dorado Hills, CA 95762 Michael B. Peterson, Esq. Re: Vladimir Volkow Archer Norris 2033 N. Main Street, Ste 800 Walnut Creek, CA 94596 Office of the District Attorney Attn: Steve von Dohlen, Esq. County of San Luis Obispo County Government Center, 4th Floor San Luis Obispo, CA 93408


pro hac vice PACHULSKI STANG ZIEHL & JONES LLP...P S Z & J P A 14 A T L AW L OS A S, C A 1 TABLE OF...

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