Case No. 18-1439-RBR (Bankr. S.D. Fla.)
Case No. 2019-018039-CA-01 (Fla. 11th Jud. Cir.)
TERRENCE WRIGHT LIVING TRUST AS AMENDED 02/23/2018, SARAH FOSTER, BARBARA E. SHORE, individually and FBO BARBARA SHORE IRA, MAURICE R. SHORE, FBO MAURICE R. SHORE IRA and as trustee on behalf of MAURICE SHORE REVOCABLE TRUST, individually and on behalf of all others similarly situated
PINNACLE PLUS CAPITAL LLC, a Kansas limited liability company, PINNACLE WEALTH MANAGEMENT LLC, A Kansas limited liability company, PINNACLE PLUS FINANCIAL, LLC, a Kansas limited liability company, PINNACLE PLUS HOLDINGS LLC, a Kansas limited liability company, MATTHEW LYNN WALKER, an individual, TRAVIS ALLEN HORN, an individual, and GEORGE GILLE, an individual, AMERICAN ALTERNATIVE INVESTMENTS, LLC a/k/a AMERICAN ALTERNATIVE INVESTMENTS CORP., an Indiana corporation, ROB WHITLOW, an individual, THOMAS BOESEN, an individual, HENRY J. WIENIEWITZ a/k/a TRAE WIENIEWITZ, WIENIEWITZ FINANCIAL LLC, a Tennessee limited liability company, WIENIEWITZ WEALTH MANAGEMENT, a Tennessee corporation, BLUEPATH CAPITAL LLC d/b/a NICHOLAS WEALTH MANAGEMENT, a Georgia limited liability company, NICHOLAS & COMPANY, INC., a Georgia corporation, DAVID NICHOLAS, an individual, JOURNEY WEALTH MANAGEMENT, a California limited liability company, JOURNEY WEALTH MANAGEMENT ADVISORS LLC, a California limited liability company, ROY A. GAGAZA, an individual, PRIORITY FINANCIAL & INSURANCE SOLUTIONS, a California corporation, JOSEPH DONTI, an individual, GOLDSTONE FINANCIAL GROUP LLC, an Illinois limited liability company, PELL CORP. BROTHERS INC., an Illinois corporation, STONE TRUST CAPITAL MANAGEMENT, INC., an Illinois corporation, ANTHONY PELLEGRINO, an individual, and MICHAEL PELLEGRINO, an individual, JUSTIN J. REPPY, an individual, BRIAN R. KORIENEK, an individual, WENDEL FINANCIAL NETWORK, LLC d/b/a WENDEL RETIREMENT PLANNING, an Ohio limited liability company, J.J.C.C., INC., an Ohio corporation, JEFF WENDEL, an individual, CHRIS DANTIN FINANCIAL SERVICES, LLC, a Louisiana limited liability company, CHRIS D. DANTIN, an individual, DENTON WEALTH STRATEGIES, LLC, a Louisiana limited liability company, and SAMUEL DENTON, an individual
FAQs & Information
Notice Of Proposed Class Action Settlement
You are not being sued. Please read this notice carefully because it may affect your rights in a lawsuit.
1. WHY YOU ARE RECEIVING THIS NOTICE?
You are receiving this Notice because you may be eligible for a cash payment because of the settlement of a class action lawsuit. The lawsuit was filed against Pinnacle Plus Capital LLC, Pinnacle Plus Wealth Management LLC, Pinnacle Plus Financial LLC, and Pinnacle Plus Holdings, LLC, (together, the “Pinnacle Plus Companies”); Matthew Lynn Walker (“Walker”), Travis Allen Horn (“Horn”), and George Gille (“Gille”) (together, the “Pinnacle Plus Control Persons”); American Alternative Investments, LLC a/k/a American Alternative Investments Corp. (“AAI”); Rob Whitlow and Thomas Bosen (the “AAI Control Persons”); Henry J. Wieniewitz a/k/a Trae Wieniewitz (“Wieniewitz”); Wieniewitz Financial LLC, and Wieniewitz Wealth Management (together, “The Wieniewitz Companies”); BluePath Capital LLC d/b/a Nicholas Wealth Management and Nicholas & Company, Inc. (together, “The Nicholas Companies”); David Nicholas (“Nicholas”); Journey Wealth Management and Journey Wealth Management Advisors LLC (together, “The Journey Wealth Companies”); Roy A. Gagaza (“Gagaza”); Priority Financial & Insurance Solutions; Joseph Donti; Goldstone Financial Group, Pell Corp. Brothers Inc., and Stone Trust Capital Management, Inc. (together, “The Goldstone Companies”); Anthony Pellegrino, Michael Pellegrino, Justin J. Reppy (“Reppy”), and Brian R. Korienek (“Korienek”) (together, “The Goldstone Control Persons Wendel Financial Network, LLC d/b/a Wendel Retirement Planning (“Wendel Financial”), J.J.C.C., Inc. (“J.J.C.C.”) (together, “The Wendel Companies”), Jeff Wendel (“Wendel”), Chris Dantin Financial Services, LLC (“Dantin Financial”), Chris D. Dantin (“Dantin”), Denton Wealth Strategies, LLC (“Denton Wealth”), and Samuel Denton (collectively, “Defendants”), and is titled Terrence P. Wright, et al. v. Pinnacle Plus Capital LLC, et al., (Case No. 19-018039-CA-01) (Fla. 11th Jud. Cir.) (the “Action”).
2. WHAT IS A CLASS ACTION?
A class action is a kind of lawsuit. In a class action, the rights of a large group of people are decided in one court proceeding. Representative plaintiffs known as “Class Representatives” assert claims on behalf of the entire group, or “class.”
3. WHO IS IN THE CLASS?
You are a Class member if you fall into one of the following Classes:
i. The Pinnacle Plus Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by Pinnacle Plus Capital LLC, Pinnacle Plus Wealth Management LLC, Pinnacle Plus Financial LLC, Pinnacle Plus Holdings, LLC, Matthew Lynn Walker, or George Gille, whether initial or by reinvestment.
ii. The AAI Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by American Alternative Investments, LLC a/k/a American Alternative Investments Corp., Rob Whitlow, or Thomas Bosen, whether initial or by reinvestment.
iii. The Wieniewitz Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by Henry J. Wieniewitz a/k/a Trae Wieniewitz, Wieniewitz Financial LLC, or Wieniewitz Wealth Management, whether initial or by reinvestment.
iv. The Nicholas Wealth Management Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by BluePath Capital LLC d/b/a Nicholas Wealth Management, Nicholas & Company Inc., or David Nicholas, whether initial or by reinvestment.
v. The Journey Wealth Management Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by Journey Wealth Management, Journey Wealth Management Advisors LLC, or Roy Y. Gagaza, whether initial or by reinvestment.
vi. The Priority Financial Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by Priority Financial & Insurance Solutions or Joseph Donti, whether initial or by reinvestment.
vii. The Goldstone Financial Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by Goldstone Financial Group LLC, Pell Corp. Brothers Inc., Stone Trust Capital Management, Inc., Anthony Pellegrino, Michael Pellegrino, Justin J. Reppy, or Brian R. Korienek, whether initial or by reinvestment.
viii. The Wendel Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by Jeff Wendel, Wendel Financial Network d/b/a Wendel Retirement Planning, J.J.C.C., Inc., whether initial or by reinvestment.
ix. The Dantin Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by Chris D. Dantin and Chris Dantin Financial Services, LLC, whether initial or by reinvestment.
x. The Denton Class
All persons who, within the Class Period, invested in a 1 Global MOI sold by Samuel Denton and Denton Wealth Strategies, LLC, whether initial or by reinvestment.
Excluded from the Settlement Classes are all persons who validly opt out of the settlement in a timely manner; counsel of record (and their respective law firms) for the Parties; the Settling Defendants and any of their parents, affiliates, subsidiaries, and all of its respective employees, officers, and directors; and the presiding judge in the Action or judicial officer presiding over the matter, and all of their immediate families and judicial staff.
4. DESCRIPTION OF THE LAWSUIT
Plaintiffs allege that the Defendants violated state and federal securities laws by selling unregistered securities on behalf of 1 Global Capital, LLC. Plaintiffs also allege that some of the Defendants breached their fiduciary duties to Class members by this same conduct.
5. WHO REPRESENTS THE CLASS?
The Court has appointed Terrence P. Wright, Sarah Foster, Barbara E. Shore, and Maurice R. Shore as the Class Representatives. The Court has also appointed the following lawyers as Class Counsel:
Adam M. Moskowitz
The Moskowitz Law Firm, PLLC
2 Alhambra Plaza, Suite 601
Coral Gables, FL 33134
Francis J. Balint Jr.
Bonnett, Fairbourn, Friedman, & Balint, PC
2325 E Camelback Road, Suite 300
Phoenix, AZ 85016
These lawyers represent your interest in the Action. You will not be charged for their services.
6. THE PROPOSED SETTLEMENT
After extensive negotiations, the parties have agreed to settle the case. The material terms of the Settlement are as follows:
a. Bankruptcy Court Approval. The Settlement Agreement shall be subject to the entry of Approval Order by this Court approving the terms and conditions of the Settlement Agreement, including the Bar Order (defined below) and such Approval Order becoming a Final Order (as defined in the Settlement Agreement).
b. The Settlement Payments. In consideration of the Settlement and the releases set forth in the Settlement Agreement, including the entry of the Bar Order, the Settling Defendants shall provide the following consideration to the Debtors, for the benefit of the Debtors’ bankruptcy estates:
i. Settlement Payment by the Journey Wealth Parties. The Journey Wealth Parties will pay an amount equal to $250,000.00 within 2 years. An initial payment of at least 10% shall be paid on the Approval Date, with the balance to be paid on or before the two-year anniversary of the Approval Date.
ii. Settlement Payment by the Nicholas Parties. The Nicholas Parties will pay an amount equal to $25,000.00 within 2 years. An initial payment of at least 10% shall be paid on the Approval Date, with the balance to be paid on or before the two-year anniversary of the Approval Date.
iii. Settlement Payment by the Priority Financial Parties. The Priority Financial Parties will pay an amount equal to $20,000.00 within 2 years. An initial payment of at least 10% shall be paid to on the Approval Date, with the balance to be paid on or before the two-year anniversary of the Approval Date.
iv. Settlement Payment by the AAI Parties. The AAI Parties will pay an amount equal to $50,000.00 on the Approval Date.
v. Settlement Payment by the Goldstone Parties. The Goldstone Parties will pay an amount equal to $100,000.00 within 2 years. An initial payment of at least 10% shall be paid on the Approval Date, with the balance to be paid on or before the two-year anniversary of the Approval Date.
vi. Settlement Payment by the Pinnacle Parties. The Pinnacle Parties will pay an amount equal to $500,000.00 on the Approval Date.
vii. Settlement Payment by the Wieniewitz Parties. The Wieniewitz Parties will pay an amount equal to $625,000.00 in 5 equal annual installments of $125,000.00, the first of which is to be paid on the Approval Date.
viii. Settlement Payment by the Wendel Parties. The Wendel Parties will pay an amount equal to $175,000.00 within 3 years, with the first installment in the amount of $75,000 to be paid on the Approval Date, and the second and third payments in the amount of $50,000.00 to be paid annually.
ix. Settlement Payment by the Dantin Financial Parties. The Dantin Financial Parties shall pay an amount equal to $127,500.00 within five years, with the first installment of $27,500.00 to be made on the Approval Date, and equal annual payments of $25,000.00 thereafter.
x. Settlement Payment by Denton Wealth Parties. The Denton Wealth Parties will pay an amount equal to $40,000.00 as follows: The amount of $20,000.00 on the Approval Date, with the balance to be paid within 1 year of the Approval Date.
c. Waiver of Claims: Upon the Approval Date, each of the Settling Defendants shall waive any and all claims against the Debtors and the Debtors’ estates, including any proofs of claim that may have been filed by the Settling Defendants in the Chapter 11 Cases. In connection therewith, a total of $2,511,050.06 in filed claims shall be waived and released by the Settling Defendants (the “Waived Claims”).
d. Bar Order. The Approval Order shall contain a bar order (the “Bar Order”) under and pursuant to Section 105 of the Bankruptcy Code, which Bar Order shall permanently bar, prohibit, enjoin and restrain the filing, commencing, prosecuting, conducting, asserting or continuing in any manner, directly, indirectly or derivatively, any suit, action, cause of action, cross-claim, counterclaim, third party claim, or other demand (including any of the Claims being released herein) in any federal or state court or any other judicial or non-judicial proceeding (including, without limitation, any proceeding in any judicial, arbitral, mediation, administrative, or other forum) by any Barred Person (as defined below) against or affecting any of the Settling Defendants (and all their respective present and former parent companies, subsidiaries, shareholders, officers, directors, employees, agents, servants, registered representatives, attorneys, insurers, affiliates, and successors, personal representatives, heirs and assigns) which is based in whole or in part on any allegation, claim, demand, cause of action, matter or fact directly or indirectly relating in any way to or arising out of or in connection with the acts or omissions of the Settling Defendants as they relate to the Debtors or the Debtor’s business, including the offering and sale of Memoranda of Indebtedness (“MOIs”), Promissory Notes, Merchant Cash Advances (“MCAs”) or any other actual or alleged Securities (collectively, the “Barred Claims”).
For purposes of the Bar Order, “Barred Persons” shall mean any person or entity that has held, holds, may hold, or purports to hold a claim or other debt or liability or an interest, including a membership interest, or other right against, in, arising out of, or in any way related to the Debtors or any their members, whether that person or entity filed a proof of claim in the Bankruptcy Case or otherwise.
 Notwithstanding anything herein or in the Settlement Agreement to the contrary, the Bar Order shall not impact or affect in any way claims that creditors of, or investors in, the Debtors have against any broker-dealer, investment advisor or sales agent that is not one of the Settling Defendants, provided that any such claims against any of the Settling Defendants shall remain barred under the terms of the Bar Order. For avoidance of doubt, the Barred Claims do not include claims against any broker-dealers, investment advisors, investment advisory firms, or sales agents once licensed with a brokerage firm or investment advisor or investment advisory firm other than the specifically named Settling Defendants.
7. LEGAL EFFECT OF THE SETTLEMENT (RELEASE OF CLAIMS)
The Settlement provides for a release of claims against the Defendants. Specifically, if the Settlement is approved, Plaintiff and each Class Member (except Class Members who have excluded themselves from the Settlement Class, as described in Section 9) will release Defendants and related persons and entities from all causes of action related to or arising out of the claims where Defendants contributed to the sale of 1 Global Capital LLC’s unregistered securities.
8. OPTING OUT OF THE CLASS
If you want to exclude yourself from the Settlement Class, you must submit a written opt-out request that includes your full legal name, current address, and telephone number, Your opt-out request must also include a prominent reference to this Action as follows: “Terrence P. Wright, et al. v. Pinnacle Plus Capital LLC, et al., (Case No. 19-018039-CA-01) (Fla. 11th Jud. Cir.).” Your opt-out request must also contain a signed statement to the following effect: “I request to be excluded from the Settlement Class in the Wright lawsuit.”
A separate opt-out request must be submitted by each person requesting exclusion from the Settlement. If the opt-out request is submitted by someone other than the Settlement Class Member, then the third party signor (e.g., attorney or other third party) must include the following attestation on the opt-out request: “I certify and attest to the Court that the Class Member on whose behalf this opt-out request is submitted has been provided a copy of and an opportunity to read the Class Notice and thereafter specifically requested to be excluded from this Settlement Class.”
Opt-out requests must be filed with the Circuit Court in the Wright Action and mailed to the addresses listed below and must be postmarked by November 15, 2019. The opt-out request should be addressed as follows:
Adam M. Moskowitz
The Moskowitz Law Firm, PLLC
2 Alhambra Plaza, Suite 601
Coral Gables, FL 33134
Paul J. Battista
Genovese Joblove & Battista, P.A.
100 Southeast Second Street, 44th Floor
Miami, FL 33131
If you opt-out of the Settlement Class, you will not be eligible for any settlement benefits and will not be bound by any judgment or release in the Action.
9. OBJECTING TO THE SETTLEMENT
If you are a Class Member, and if you think the proposed Settlement is unfair, you have the right to object to the Settlement. To object, you must submit a writing containing the following: (i) a prominent identifying reference to the Action as follows the title of the case, “Terrence P. Wright, et al. v. Pinnacle Plus Capital LLC, et al., (Case No. 19-018039-CA-01) (Fla. 11th Jud. Cir.),” (ii) your full legal name and current address; (iii) a statement of each objection being made; (iv) a statement indicating whether you intend to appear at the Fairness Hearing; (v) a list of witnesses whom you may call by live testimony and copies of any documents or papers that you plan to submit or want the Court to consider.
Written objections must be filed with the Court and served upon Class Counsel and Debtors’ Counsel at the addresses set forth in this Notice and postmarked no later than November 15, 2019.
To file with the Court, you must mail your objection to the Court. This is the address:
Clerk of Court, Eleventh Judicial Circuit Court
73 West Flagler Street, Suite 242
Miami, FL 33130
If you do not comply with these procedures, including the deadline for submitting written objections, you will lose any opportunity to have your objection considered by the Court or to otherwise contest the approval of the proposed Settlement or to appeal from any orders or judgments entered by the Court in connection with the proposed Settlement.
10. THE FAIRNESS HEARING
The Court has scheduled a Fairness Hearing for November 25, 2019, at 10:00 am at Miami-Dade County Courthouse, 73 West Flagler Street, Miami, Florida, 33131, in Room 1307. The Fairness Hearing will address whether the proposed Settlement is fair, reasonable, and adequate and whether the Court should approve it.
You may attend the Fairness Hearing if you wish. If you intend to appear personally or through your lawyer at the Fairness Hearing, you must include a notice of intent to appear in addition to your objection and file it with the Court, as described above, no later than November 18, 2019.
If the Settlement is finally approved without an appeal, payments would issue through the Bankruptcy Estate. If the Settlement is not approved, no payments will be issued.
11. WHO IS RESPONSIBLE FOR ATTORNEYS’ FEES AND COSTS?
Subject to Court approval, and in addition to the cash payments to the class, Class Counsel will request approval of an earned 27.5% contingency fee from the total consideration of $2,165,137.00 to be tendered under the Settlement Agreement, which equals $595,412.68 (the “Contingency Fee”), which Contingency Fee shall be allocated (i) 60% to the Plaintiffs’ Counsel, which is $357,247.61, and (ii) 40% to Debtors’ Counsel, which is $238,165.07.
12. WHO IS RESPONSIBLE FOR PAYMENTS TO THE CLASS REPRESENTATIVES?
Subject to Court approval, Defendants will pay up to five thousand dollars ($5,000.00) to each of the Class Representatives for their time, effort, and expenses.
13. ADDITIONAL INFORMATION
This Notice is a summary of the Action and the proposed Settlement. You may inspect the pleadings and other papers (including the Agreement) in the Action at the offices of the Clerk of the Court, 73 West Flagler Street, Miami, Florida, 33131. If you have any questions about this Notice or the proposed Settlement, you may contact Class Counsel at the addresses and phone numbers listed above.
DO NOT CONTACT THE COURT OR DEFENDANTS OR DEFENDANTS’ COUNSEL FOR INFORMATION.
Pursuant to the order from the Miami-Dade County’s 11th Judicial Circuit granting Plaintiffs’ unopposed motion for preliminary approval of the class action settlement and certification of the settlement class (the “Preliminary Approval Order”) and in accordance with the motion for (a) approval of settlement and compromise with certain investment advisors/agents and request for entry of bar order; and (b) approval of payment of earned contingency fee (the “Bankruptcy Motion”), as well as the Class Notice and bankruptcy Notice of Settlement and Bar Order, Plaintiffs provide access to the following documents which may assist affected parties in evaluating the Settlement between Plaintiffs and Defendants in the above-captioned matter.
I. Documents from the Class Action in Miami-Dade County’s Eleventh Judicial Circuit
a. Amended Class Action Complaint and Demand for Jury Trial.
b. Unopposed Motion for Preliminary Approval of Class Action Settlement and Certification of the Settlement Class, attaching the Settlement Agreement.
c. The Preliminary Approval Order.
d. Class Notice.
II. Documents from the Adversary Proceeding in the Bankruptcy Court for the Southern District of Florida
a. Bankruptcy Motion.
b . Bankruptcy Notice of Settlement and Bar Order.