Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more
Download
Standard view
Full view
of .
Look up keyword
Like this
2Activity
0 of .
Results for:
No results containing your search query
P. 1
Ironridge Global IV, Ltd. Declaration of Brendan O'Neil

Ironridge Global IV, Ltd. Declaration of Brendan O'Neil

Ratings: (0)|Views: 258|Likes:
Declaration of Brendan O'Neil in support of Ironridge Global IV, Ltd. successful opposition to NewLead Holding Ltd. temporary restraining order and preliminary injunction, United States District Court Case No. 14-CV-03945 (WHP)
Declaration of Brendan O'Neil in support of Ironridge Global IV, Ltd. successful opposition to NewLead Holding Ltd. temporary restraining order and preliminary injunction, United States District Court Case No. 14-CV-03945 (WHP)

More info:

Published by: Ironridge Global Partners on Jun 13, 2014
Copyright:Traditional Copyright: All rights reserved

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, TXT or read online from Scribd
See more
See less

06/20/2014

pdf

text

original

 
Case 1:14-cv-03945-WHP Document 10 Filed 06/06/14 Page 1 of 27
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
---------------------------------x
NEWLEAD HOLDINGS LTD., Petitioner, vs. IRONRIDGE GLOBAL IV LIMITED, Respondent, and VSTOCK TRANSFER, LLC, as transfer agent, : Notice Party.
---------------------------------x
14-CV-03945 (WHP)
ECFCase
Electronically Filed
DECLARATION
OF
BRENDAN
T.
O NEIL
IN SUPPORT
OF
RESPONDENT
IRONRIDGE GLOBAL
IV,
LTD. S MOTION
TO
DISMISS AND
IN SUPPORT
OF
ITS OPPOSITION
TO
NEWLEAD HOLDINGS LTD. S PETITION
FOR
A
TEMPORARY RESTRAINING ORDER
AND
INJUNCTION IN
AID
OF
INTERNATIONAL
ARBITRATION PROCEEDING
BRENDAN
T
O'NEIL, declares under penalty
of
perjury pursuant to 28 U.S.C. § 1746 as follows:
1
I submit this declaration in support
ofthe
motion to dismiss and opposition
of
respondent Ironridge Global IV, Ltd., a British Virgin Islands business company
( Ironridge ),
to the petition
of
New Lead Holdings Ltd., a Bermuda corporation ( New Lead ), for a temporary restraining order and preliminary injunction in aid
of
international arbitration. 2. I am a Managing Member
of
Cahir Capital Management LLC, a Delaware limited liability company
( Cahir ),
which
is
a Registered Investment Advisor (RIA) that entered into an Investment Management Agreement with Ironridge on February 15, 2011. I am also a Managing Director
of
Ironridge Global Partners, LLC, a Delaware limited liability company with
 
Case 1:14-cv-03945-WHP Document 10 Filed 06/06/14 Page 2 of 27
a principal place
of
business located
at
100 Spear Street, Suite 320,
San
Francisco, California 94105-1523,
( Partners
LLC ),
a non-party to this action, which is a shareholder
of
Ironridge.
I.
PROFESSIONAL EDUCATION AND EXPERIENCE
3. I
am
a Certified Financial Analyst (CFA) charter holder, and a Registered Investment Advisor (RIA) in the state
of
California. I am a member
of
the Securities Analysts Association
of
San
Francisco. I received
my
BA in Finance, and
my MS
in Financial Analysis from the University
of
San
Francisco. I have extensive experience in financial and industry analysis, negotiating and structuring direct investments and portfolio risk management. 4. Prior
to my
founding Cahir in December 2009, I served as President
and Chief
Investment Officer for Enable Capital Management LLC, the General Partner
of
Enable Growth Partners LP
( Enable )
from its inception in 2003. Enable was
one
of
the largest and most active funds in its strategy, completing
over 500
financing transactions and investing more than $600 million in life science, technology, energy, cleantech, and consumer companies. I have also held senior investment banking and sales positions
at
Enable Capital LLC,
The
Shemano Group, Sutro Company, and Morgan Stanley Dean Witter Co.
II
FACTUAL BACKGROUND
A.
The
Parties
5. Attached hereto as
Exhibit
1
is the Schedule
130
filed
by
Ironridge with regard
to
the NewLead transaction. As stated
on
page 8, Ironridge is a British Virgin Islands business company, with its principal (and only) place
of
business located at Harbour House,
2nd
Floor, Waterfront Drive, Road Town, Tortola, British Virgin Islands
VGlllO.
Attached
as
Exhibit
2
is
a certified true copy
of
the Certificate
of
Incorporation
ofironridge,
as filed with the Registrar
of
Corporate Affairs for the British Virgin Islands, pursuant to the BVI Business Companies Act. 2
 
Case 1:14-cv-03945-WHP Document 10 Filed 06/06/14 Page 3 of 27
6
Ironridge has two directors, neither
of
which is located in the United States. The two directors oflronridge are David Sims and Navigator Management, Ltd. Mr. Sims is a British citizen who resides in the Cayman Islands. Copies
of
his passport and driver s license (which I obtained as part
of
know your customer (KYC) due diligence), are attached hereto as
xhibit
3. Navigator Management, Ltd. is a British Virgin Islands business company, with its principal place
of
business located in the BVI. Ironridge has no other directors. There are two officers
of
Ironridge, Mr. Sims and Falcon Secretaries, Ltd., a British Virgin Islands business company, with its principal place
of
business located
in
BVI, which is the corporate secretary. lronridge has no other officers.
7
Neither Partners LLC nor its directors, Keith Coulston, John
C
Kirkland, Richard H. Kreger and myself, are officers or directors
of
Ironridge. Neither Messrs. Coulston, Kirkland, Kreger, nor myself are shareholders
of
Ironridge. 8. Ironridge does not have (and has never had) any offices, addresses, telephone numbers
or
fax numbers in New York,
or
anywhere in the United States. Ironridge does not have (and has never had) any employees, property,
or
bank accounts in
ew
York, or anywhere in the United States. Ironridge does not (and has never) conducted business in New York,
or
anywhere in the United States. Ironridge is not (and has never been) registered
to
do business in New York,
or
anywhere in the United States. 9. Partners LLC has a satellite office in New York which Mr. Kreger occasionally uses. However, the office has never been used by Ironridge, and no one from lronridge has ever been there. No one from NewLead has ever been to the New York office
of
Partners LLC, and no meetings or negotiations concerning the transaction between Ironridge and NewLead occurred there.

You're Reading a Free Preview

Download
scribd
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->