UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 20, 2015
LIFE PARTNERS HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
| Texas |
0-7900 |
74-2962475 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
204 Woodhew
Waco, Texas |
76712 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (254) 751-7797
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.03 | Bankruptcy or Receivership. |
On January 20, 2015, Life Partners Holdings, Inc. (the “Company”),
parent company of Life Partners, Inc., filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). The
Company will continue to operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court
and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company’s
primary operating subsidiary, Life Partners, Inc., will continue to operate as a life settlement provider.
On January 20, 2015, the Company issued a press release relating
to the filing, a copy of which is attached hereto as Exhibit 99.1.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing. |
On January 20, 2015, Nasdaq notified the Company that, after
reviewing the press release discussed under Item 1.03 above and such other information as is publicly available regarding the Company’s
voluntary filing for relief under the Bankruptcy Code, in accordance with Listing Rules 5101 and 5110(b) and IM-5101-1, it has
determined that the Company’s securities will be delisted from the Nasdaq Stock Market. The determination was based on:
| · | the Company’s voluntary filing for relief under the Bankruptcy Code and the public interest concerns raised by it; |
| · | concerns regarding the residual equity interest of the existing listed securities holders; and |
| · | concerns about the Company’s ability to sustain compliance with all requirements for continued listing on the Nasdaq
Stock Market. |
Unless the Company requests an appeal of this determination,
trading of the Company’s common stock will be suspended at the opening of business on January 29, 2015, and a Form 25-NSE
will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration
on The Nasdaq Stock Market.
The Company may appeal Nasdaq’s determination, and a hearing
request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending Nasdaq’s decision.
The Company currently plans to appeal Nasdaq’s determination; however, there can be no assurance that the Company will be
successful in its appeal or will be able to regain compliance with applicable Nasdaq Listing Rules. If the Company is not successful
in this regard, the Company’s securities may be immediately eligible to be quoted on the OTC Bulletin Board (the “OTCBB”)
or in the “Pink Sheets.” To be quoted on the OTCBB or the Pink Sheets, a market maker must sponsor the security and
comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. If the Company’s securities are delisted
from Nasdaq, there can be no assurance that a market maker will apply to quote the Company’s common stock or that the Company’s
common stock will become eligible for the OTCBB or the Pink Sheets.
On January 26, 2015, the Company issued a press release relating
to the notice, a copy of which is attached hereto as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release, dated January 20, 2015 |
| |
|
| 99.2 |
Press Release, dated January 26, 2015 |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
LIFE PARTNERS HOLDINGS, INC. |
| |
|
| |
|
| Date: January 26, 2014 |
By: |
/s/ Colette Pieper |
| |
|
Colette Pieper
Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release, dated January 20, 2015 |
| |
|
| 99.2 |
Press Release, dated January 26, 2015 |
Exhibit 99.1
Life Partners Holdings Files for Chapter 11 Bankruptcy Protection
WACO, TX – January 20, 2015 - Life
Partners Holdings, Inc. (Nasdaq GS: LPHI), parent company of Life Partners, Inc., today announced that it has filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern
District of Texas (the “Bankruptcy Court”) on January 20, 2015. The Company will continue to operate its business as
“debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and the orders of the Bankruptcy Court. Its primary operating subsidiary, Life Partners, Inc., will continue
to operate as a life settlement provider.
In connection with the Chapter 11 case,
Life Partners Holdings has also filed for the appointment of a Chief Restructuring Officer who will oversee the implementation
of the Company’s plan for reorganization.
The Company elected to seek protection under Chapter 11 while
it pursues an appeal of a $46 million judgment against the Company and two of its executive officers in favor of the Securities
and Exchange Commission as previously disclosed in the Company’s latest quarterly filing with the Commission.
The Securities and Exchange Commission
had filed a motion with the Federal trial court to appoint a receiver for the Company. Faced with this possibility and having received
no other protection requested from the Federal trial court, the Company elected to seek protection under Chapter 11 in order to
avoid the appointment of a receiver which could have liquidated the Company and prevented the effective prosecution of the appeal.
In connection with the bankruptcy filing,
the Company is seeking customary authority from the Bankruptcy Court that will enable it to continue to operate and for its subsidiaries
to continue to serve its clients.
As of January 20, 2015 the Company and
its subsidiaries had approximately $18.9 million in assets, including approximately $2.9 million of cash and cash equivalents and
approximately $352,000 of certificates of deposit.
Brian Pardo, CEO of Life Partners Holdings,
Inc., stated, “After careful consideration, the Board of Directors unanimously concluded that filing for Chapter 11 was the
appropriate course of action for the Company, given the importance of continuing to pursue the appeal of the final judgment in
the SEC’s case as well as the prosecution and resolution of other pending litigation. We continue to believe in life settlements
as a valuable and attractive asset class and we remain committed to continuing to serve our clients. In fact, during 2014, we saw
over $71 million paid out to thousands of LPI clients and over $200 million in payouts since 2001. And, we expect to see additional
payouts in the coming years. This was a strategic move intended to protect the value of the Company and its shareholders from the
damaging litigation which we believe would otherwise have destroyed all shareholder value. We look forward to working towards the
successful and prompt emergence of the Company from Chapter 11.”
The Company indicated that it expects to
provide additional details with respect to the Chapter 11 plan of reorganization as soon as they are available. Such a plan may
involve the sale of one or more subsidiaries of Life Partners Holdings or other Company assets with Bankruptcy Court approval.
Life Partners Holdings, Inc. is
the parent company of the world’s oldest company engaged in the secondary market for life insurance, commonly called “life
settlements.” Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling
over $3.2 billion in face value.
Safe Harbor
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: This news release contains forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include statements that relate to the intent, beliefs, plans or expectations
of the Company or its management, as well as any estimates or projections for the outcome of events that have not yet occurred
at the time of this news release. All statements other than statements of historical fact are forward-looking statements. All forward-looking
statements made by the Company are predictions and not guarantees of future performance, involve material risks and uncertainties
and are subject to change based on factors that are difficult to predict and that may be beyond the Company’s control. Such factors
include, but are not limited to: those described under the “Risk Factors” section and elsewhere in the Company’s most
recent Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on January 14, 2015, as well as in other past
filings with the Securities and Exchange Commission; the risk that the Company may not be able to successfully execute its strategic
steps, including for reasons outside of the Company’s control; risks and uncertainties relating to the bankruptcy filing by the
Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in
the Chapter 11 cases including maintaining strategic control as debtor-in-possession, (ii) the ability of the Company and its subsidiaries
to prosecute, develop and consummate a plan of reorganization, (iii) the effects of the Company’s bankruptcy filing on the Company
and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 cases as well the outcome of all
other pending litigation and the outcome of the Bankruptcy case in general, (v) the length of time the Company will operate under
the Chapter 11 protection, (vi) risks associated with third party motions in the Chapter 11 cases, which may interfere with the
Company’s ability to develop and consummate a plan of reorganization, (vii) the potential adverse effects of the Chapter 11 proceedings
on the Company’s liquidity or results of operations, (viii) the potential adverse effects of the Chapter 11 proceedings on regulatory
and licensing agencies of our primary operating subsidiary, Life Partners, Inc., and (ix) increased legal costs to execute the
Company’s reorganization, and other risks and uncertainties. The Company cautions that the trading in the Company’s securities
during the pendency of the Chapter 11 cases is highly speculative and poses substantial risks. A plan of reorganization could result
in the Company’s outstanding common stock to be diluted or extinguished and the holders of the Company’s common stock may not receive
any consideration. Accordingly, the Company’s future performance and financial results may differ materially and/or adversely from
those expressed or implied in any such forward-looking statements. You should not place undue reliance on forward-looking statements.
The Company will not undertake to publicly update or revise its forward-looking statements even if experience or future changes
make it clear that any projected results expressed or implied therein will not be realized.
**********
LPHI-G
Contact:
Andrea Atwell
Life Partners Holdings, Inc.
Shareholder Relations
254-751-7797
info@LPHI.com
www.lphi.com
Exhibit 99.2
LIFE PARTNERS HOLDINGS, INC. ANNOUNCES
RECEIPT OF NASDAQ LETTER RELATING TO
NON-COMPLIANCE WITH LISTING RULES
Waco, TX–(BUSINESS WIRE)—
Life Partners Holdings, Inc. (Nasdaq GS: LPHI) announced
today that on January 20, 2014, the Company received a letter from the
staff of NASDAQ advising that, because the Company filed for protection under Chapter 11 of the U.S. Bankruptcy Code, the Company’s
securities will be delisted from the NASDAQ Stock Market pursuant to the discretionary authority of NASDAQ under Listing Rules
5101 and 5110(b) and IM-5101-1. The letter further provided that the Company may request a hearing to appeal the Staff’s
determination and that such hearing request will stay the suspension of Company’s securities pending a decision on the appeal.
In addition, quotation information for the Company’s common stock will include an indicator of the Company’s non-compliance,
and the Company will continue to be included in a list of non-compliant companies on the NASDAQ website.
Unless the Company requests an appeal of this determination,
trading of the Company’s common stock will be suspended at the opening of business on January 29, 2015. The Company intends
to request a hearing to appeal the delisting determination and address the concerns of NASDAQ arising out of the Company’s
filing for Chapter 11 protection. No assurance can be given that the appeal will be successful. If the appeal is not successful,
the Company’s securities may be immediately eligible to be quoted on the OTC Bulletin Board (the “OTCBB”) or
the Pink Sheets if a market maker makes application to register in and quote such securities in accordance with SEC Rule 15c2-11
(a “Form 211”) and the application is cleared. Only a market maker, not the Company, may file a Form 211.
Life Partners Holdings, Inc. is
the parent company of the world’s oldest company engaged in the secondary market for life insurance, commonly called “life
settlements.” Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling
over $3.2 billion in face value.
Safe Harbor
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: This news release contains forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include statements that relate to the intent, beliefs, plans or expectations
of the Company or its management, as well as any estimates or projections for the outcome of events that have not yet occurred
at the time of this news release. All statements other than statements of historical fact are forward-looking statements. All forward-looking
statements made by the Company are predictions and not guarantees of future performance, involve material risks and uncertainties
and are subject to change based on factors that are difficult to predict and that may be beyond the Company’s control. Such factors
include, but are not limited to: those described under the “Risk Factors” section and elsewhere in the Company’s most
recent Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on January 14, 2015, as well as in other past
filings with the Securities and Exchange Commission; the risk that the Company may not be able to successfully execute its strategic
steps, including for reasons outside of the Company’s control; risks and uncertainties relating to the bankruptcy filing by the
Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in
the Chapter 11 cases including maintaining strategic control as debtor-in-possession, (ii) the ability of the Company and its subsidiaries
to prosecute, develop and consummate a plan of reorganization, (iii) the effects of the Company’s bankruptcy filing on the Company
and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 cases as well the outcome of all
other pending litigation and the outcome of the Bankruptcy case in general, (v) the length of time the Company will operate under
the Chapter 11 protection, (vi) risks associated with third party motions in the Chapter 11 cases, which may interfere with the
Company’s ability to develop and consummate a plan of reorganization, (vii) the potential adverse effects of the Chapter 11 proceedings
on the Company’s liquidity or results of operations, (viii) the potential adverse effects of the Chapter 11 proceedings on regulatory
and licensing agencies of our primary operating subsidiary, Life Partners, Inc., (ix) the delisting of the Company’s common
stock, the impact of the potential trading of the Company’s common stock on the OTCBB or Pink Sheets in the event of delisting
and the risk that a market maker may not be found willing to sponsor the Company’s common stock on the OTCBB or the Pink
Sheets, and (x) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties. The Company cautions
that the trading in the Company’s securities during the pendency of the Chapter 11 cases is highly speculative and poses substantial
risks. A plan of reorganization could result in the Company’s outstanding common stock to be diluted or extinguished and the holders
of the Company’s common stock may not receive any consideration. Accordingly, the Company’s future performance and financial results
may differ materially and/or adversely from those expressed or implied in any such forward-looking statements. You should not place
undue reliance on forward-looking statements. The Company will not undertake to publicly update or revise its forward-looking statements
even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
**********
*****************
LPHI-G
Contact:
Life Partners Holdings, Inc.
Andrea Atwell, 254-751-7797
Shareholder Relations
info@LPHI.com
www.lphi.com