United States District Court, N.D. California
ORDER GRANTING MOTION FOR PRELIMINARY INJUNCTION AND
TO APPOINT A RECEIVER
RICHARD SEEBORG, UNITED STATES DISTRICT JUDGE
action was initiated by the Securities Exchange Commission
against defendant Thomas Henderson and a number of entities
with which he was involved. The SEC contends Henderson
engaged in a wide-ranging scheme to defraud at least 215
persons who have invested approximately $107 million in
businesses under his control, along with an additional $8.9
million in fees. Certain of those businesses are already
under the oversight of a receiver, appointed by the Alameda
Superior Court in an action brought against Henderson by a
former business partner. The SEC now seeks appointment of a
receiver in this federal action over those and other
businesses, as well as a preliminary injunction.
explained below, there is only limited opposition to the
request for appointment of a receiver, and even less to the
entry of a preliminary injunction. Good cause appearing, both
requests will be granted.
alluded to above, the SEC contends that beginning in
September of 2010, Henderson and “his companies”
have defrauded more than two hundred persons of approximately
$107 million in investments in the businesses, plus an
additional nearly $9 million charged as fees. The SEC asserts
Henderson used his companies, including San Francisco
Regional Center, LLC (“SFRC”), to entice foreign
nationals to invest in specific enterprises that purportedly
qualified under the Employment-Based Immigration Fifth
Preference program (“the EB-5 program”), a
federal program administered by the U.S. Citizenship and
Immigration Services (“USCIS”). The EB-5 program
provides a means for foreign nationals to qualify for U.S.
residency by investing $500, 000 or more in a specified
project determined to have created or preserved at least 10
jobs for United States workers.
the past five years, Henderson, through SFRC, has sponsored a
total of seven projects under the EB-5 program. He and the
entities he controls solicit funds from investors using
private placement memoranda and business plans unique to each
project. Each investor contributes $500, 000 in exchange for
a security interest in a limited partnership that represents
it will use the funds to operate, or make loans to, a
specific, job-creating business.
alleges that rather than using each investor's funds in
the manner investors were promised, Henderson siphoned off
millions of dollars for his own use and to fund his non-EB-5
business ventures. Henderson also purportedly sent millions
of investors' dollars to overseas marketing agents, in
contravention of representations to the investors and to the
law governing EB-5 projects. Finally, the SEC claims
Henderson engaged in an elaborate “shell game” of
using funds solicited for one EB-5 project to fund other EB-5
projects, which was contrary to representations to investors,
who were told their investment would be used for a specific
EB-5 project. According to the SEC, these actions have not
only seriously jeopardized the investors' prospects for
an economic return, but also their ability to obtain
permanent residency through the EB-5 program.
The parties and interested third parties
Thomas M. Henderson-the sole individual defendant, and
alleged principal behind the purported scheme.
SFRC -a company purportedly owned and/or controlled by
Henderson at the time of the alleged wrongdoing. Henderson
obtained authorization from USCIS to operate SFRC as an EB-5
“Regional Center” that would sponsor EB-5
projects in and around Oakland, California.
Immedia, LLC-another company owned and/or controlled by
Henderson into which and/or through which some of the
investor funds were allegedly funneled.
seven limited partnerships formed to operate the EB-5
California Gold Medal, L.P CallSocket, L.P.
CallSocket II, L.P.
CallSocket III, L.P.
Comprehensive Care of Oakland, ...