UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS AUSTIN DIVISION
SUMMARY NOTICE OF (I) PENDENCY OF CLASS ACTIONS AND PROPOSED SETTLEMENT WITH CERTAIN DEFENDANTS;(II)FINALAPPROVAL HEARING;AND(III) MOTIONFOR ATTORNEYS' FEES AND LITIGATION EXPENSES
TO: All Persons who, directly or through an intermediary, purchased or otherwise acquired limited partnership units in any of the GPB Funds during the Class Period (January 1, 2013 through December 31, 2018, inclusive) and suffered a loss thereby, as well as any Persons who are transferees of such limited partnership units (except for certain individuals and entities that have been excluded from the Settlement Class, as described below).
“GPB Funds” are: (i) GPB Holdings, LP; (ii) GPB Holdings Qualified, LP; (iii) GPB Automotive Portfolio, LP; (iv) GPB Holdings II, LP; (v) GPB Waste Management, LP (also known as Armada Waste Management LP); (vi) GPB Cold Storage, LP; (vii) GPB NYC Development, LP; and/or (viii) GPB Holdings III, LP; and each of their predecessors, successors, subsidiaries, and affiliates.
Why Am I Receiving This Notice? If you hold an interest in a GPB Fund, you may be entitled to a payment from a proposed settlement with certain Defendants in a putative class action lawsuit pending in the United States District Court for the Western District of Texas, Austin Division, known as Kinnie Ma Individual Ret. Acct., et al. v. Ascendant Capital, LLC, et al., No. 1:19-CV-1050-ADA, which is related to a separate putative class action lawsuit pending in the United States District Court for the Southern District of New York, known as DeLuca, et al. v. GPB Holdings, LP, et al., No. 1:19-CV-10498-LAK-JW (the “Actions”).
If you are a Settlement Class Member, in order to share in the distribution of the Net Settlement Fund, you must submit a Claim Form online at www.GPBSecuritiesSettlement.com (submittednolaterthan November 14, 2025)orbymail(postmarkednolaterthan November 14, 2025) to this address: GPB Securities Settlement, P.O. Box 2916, Portland, OR 97208-2916.Acopy of the Detailed Notice of (I) Pendency of ClassActions and Proposed Settlement with Certain Defendants; (II) FinalApproval Hearing; and (III) Motion for Attorneys'Fees and Litigation Expenses (“Notice”) and Claim Form are available for download at www.GPBSecuritiesSettlement.com.
You will be bound by any judgment rendered in the Action unless you request to be excluded, in the manner and form explained in the Notice referred to above.
A hearing will be held on November 24, 2025 at 3:30 p.m. CT, via Zoom, before the Honorable Alan D. Albright, United States District Judge (the “Court”) (“Settlement Hearing”), to determine whether a proposed settlement of the claims (the “Settlement”) asserted against Defendants CohnReznick LLP; Crowe LLP; Margolin, Winer & Evens LLP; RSM US LLP; and WithumSmith+Brown, PC (collectively “Settling Defendants”), for the combined sum of Forty-Six Million United States dollars ($46,000,000) in cash (the “Settlement Amount”), should be approved by the Court as fair, reasonable, and adequate. Plaintiffs in the Actions have asserted claims against other Defendants who are not part of this proposed Settlement. If approved, this Settlement will resolve claims against the Settling Defendants only. Claims against other Defendants in the Actions will continue in accordance with the schedule and other terms directed by the Court.
The Settling Defendants deny all the allegations and deny that have committed any wrongdoing. The Court did not decide in favor of the Plaintiffs in either of the Actions (collectively “Settlement Class Representatives”) or the Settling Defendants. Instead, counsel for the Settlement Class Representatives (“Settlement Class Counsel”) and the Settling Defendants, with the assistance of experienced mediators, have negotiated a Settlement that they believe is in the best interests of their respective clients and the Settlement Class. The terms of the proposed Settlement are set forth in the Parties' Stipulation and Agreement of Settlement dated December 3, 2024 (the “Settlement Agreement”), which is available for review at www.GPBSecuritiesSettlement.com.
What Will Happen at the Hearing? At the Settlement Hearing, the Court will determine whether, for purposes of the proposed Settlement only, the claims asserted in the Kinnie Ma Action against the Settling Defendants should be certified as a class action, thus creating a “Settlement Class”; whether Plaintiffs should be appointed as the representatives for the Settlement Class; and whether the proposed “Plan of Allocation” of settlement proceeds is fair, reasonable, and adequate, and therefore should be approved. The Court will also consider Settlement Class Counsel's request for payment of reasonable attorneys' fees (not to exceed 30% of the Settlement Amount) and reimbursement of litigation expenses, both to be paid out of the Settlement Amount, as well as whether the Settlement Class Representatives should receive awards (not to exceed $10,000 each) for their time and effort in representing the Settlement Class.
If the Settlement is approved, all claims asserted in the Actions against the Settling Defendants, would be dismissed with prejudice. That dismissal will prevent members of the SettlementClass(“Class Members”)fromeverbeingpartofanyotherlawsuit againsttheSettling Defendants (and parties related to them) in anyway related to the legal claims being resolved by and through this Settlement.Claims asserted in the Actions against Defendants other than the SettlingDefendantsmaycontinueseparate andapartfromthisSettlement,orasprovided byorder of the Court.
How Do I Know If I Am Part of the Settlement? The “Settlement Class” consists of all Persons who, directly or through an intermediary, purchased or otherwise acquired limited partnership units in any of the GPB Funds between January 1, 2013 through December 31, 2018, inclusive (the “Class Period”), and suffered a loss thereby, as well as any Persons who are transferees of such limited partnership units (except for certain individuals and entities that have been excluded from the Settlement Class, as described immediately below). If you meet these criteria, your rights may be affected by the Actions and this Settlement.
The Settlement Class does not include: (a) Defendants named in the DeLuca and Kinnie Ma Actions or their affiliates; (b) present or former executive directors or officers of GPB Capital Holdings, LLC, the GPB Funds, Ascendant Capital, LLC, Ascendant Alternative Strategies, LLC, and/or Axiom Capital Management, Inc.; (c) the legal representatives, heirs, successors-in-interest, or assigns of any Person within subsection (a) or (b) of this Paragraph; (d) members of the immediate family of any natural Person within subsection (a) or (b) of this Paragraph; (e) any entity in which any Person within subsection (a) or (b) of this Paragraph has, or had during the Class Period, a controlling interest; and (f) any affiliate of GPB Capital Holdings, LLC.
WhatDoestheSettlementProvide?TheSettlementprovidesforforty-sixmillionUnited States dollars ($46,000,000) to be paid pursuant to the Settlement Agreement. This amount is subject to deductions for any taxes, notice and administration costs, attorneys' fees, litigation expenses, incentive awards, and any other costs and fees as may be approved by the Court (“Net Settlement Fund”).
If the Court ultimatelyapproves the Settlement, you will be eligible to receive a payment ifyousubmittedatimely,complete ClaimFormandtheClaims Administratordeterminesthatyou suffered a “Net Loss” resulting from your investment in any GPB Fund(s).The amount of your payment will be a proportional or “pro rata” share of the Net Settlement Fund based on your Net Loss resulting from your investment in any GPB Fund(s).
For purposes of this calculation, “Net Loss” means the total principal amount that an individual Class Member invested in any GPB Fund(s) during the Class Period, minus any prior amounts received by that Class Member on account of his or her investment(s) (including any amounts previously received as redemptions, dividends, or from any other source including, but not limited to, as a result of any actual or threatened litigation or arbitration concerning the GPB Funds). Class Members who have received amounts (through redemptions, dividends, or any other sources) greater than the total principal amount that Class Member invested in any GPB Fund(s) have not suffered a Net Loss and will not receive any payment from the Net Settlement Fund or otherwise in connection with this Settlement.
How Do I Get a Payment? To be eligible to receive a settlement payment, Class Members must submit a claim by November 14, 2025. If the Court ultimately approves the Settlement, you will be eligible to receive a payment if you submitted a timely, complete Claim Form and the Claims Administrator determines that you suffered a “Net Loss” resulting from your investment in any GPB Funds. The amount of your payment will be a proportional or “pro rata” share of the Net Settlement Fund based on your Net Loss resulting from your investment in any GPB Fund(s). Net Loss and calculation of settlement payments are explained in more detail in the Plan of Allocation, available for download at www.GPBSecuritiesSettlement.com.
Epiq Class Action & Claims Solutions, Inc. (“Epiq” or “Claims Administrator”) has been appointed as the “Claims Administrator” responsible for administering the Settlement. After you submit your timely Claim Form, Epiq will determine each claimant's Net Loss as set forth in the Plan of Allocation using information provided and/or verified by claimants during the claims process.
IfyourClaimFormisdeemed deficientorrejected, youwillhaveanopportunitytocontest and/or cure the basis for the deficiencies or rejection by providing additional information and supporting documents.
Oncealldisputesareresolved,Epiqwillfinalize theNetLossamountsandcalculateeach claimant'sindividualsettlementpayment andshareoftheNetSettlementFundasdescribedinthe Plan ofAllocation, available for download at www.GPBSecuritiesSettlement.com.
WhatAreMyOtherRightsandOptions?You willbeboundbyanyjudgmentrendered in the Kinnie MaAction concerning the Settlement and/or the Settling Defendants (including the releases of all known and unknown claims provided in the Settlement) unless you request to be excluded from the proposed Settlement Class.
Unless you exclude yourself, you will remain in the Settlement Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Settling Defendants in any way related to the issues that have been asserted in the Actions or that could have been asserted in the Actions or the GPB Funds. All of the Court's orders will apply to you and legally bind you and you will release the Settling Defendants and related parties from the released claims, including any and all known and unknown claims and causes of action of every nature and description, whether arising under federal, state, statutory, regulatory, common, foreign, or other law, that arise in any way from or relate to the Actions. If you do not want a payment from the Settlement, but you want to keep any right you may have to sue or continue to sue the Settling Defendants and related parties on your own about the legal claims released by the Settlement, you must exclude yourself from the Settlement Class.
The proposed Settlement does not impact your rights against other, non-settling Defendants in the Actions. The claims against non-settling Defendants will proceed in the Kinnie Ma Action.
If you wish to exclude yourself from the Settlement Class, you must submit a request for exclusion postmarked no later than October 30, 2025 and follow the instructions set forth in the Notice. If you exclude yourself from the Settlement Class, you will receive no settlement payment and will have no right to object to the Settlement. You will also forfeit any right to take part in future class recovery (if any) against any non-settling Defendants and will not participate in proceedings in the Kinnie Ma Action or be legally bound by any of the Court's orders or judgments in the Kinnie Ma Action. However, you will retain any individual rights you may still have with respect to the Settling Defendants or other non-settling Defendants related to the matters alleged in the Actions.
If you are a Settlement Class Member (and have not excluded yourself from the Settlement Class), you can object to the Settlement, the Plan of Allocation, or Settlement Class Counsel's request for an award of attorneys' fees, charges, and expenses in representing the Settlement Class. You may also ask the Court for permission to speak at the Settlement Hearing. Any objection to any aspect of the Settlement or any of the matters to be addressed at the Settlement Hearing must be filed with the Clerk of the Court for the Western District of Texas and received by designated Settlement Class Counsel and the Settling Defendants' Counsel no later than, November 3, 2025, in accordance with the instructions set forth in the Notice.
HowDoIGetMoreInformation?For more information, including a copy of the Notice, the Settlement Agreement, the Plan of Allocation, and Settlement Class Counsel's fee and expense application, or to submit a claim online or print out a hard copy Claim Form to file by mail, visitwww.GPBSecuritiesSettlement.com.YoucouldalsocallEpiqat(888)550-9942,Mondaythrough Friday between 9:00 a.m. to 5:00 p.m. ET.
DONOTTELEPHONE THECOURTREGARDINGTHISNOTICE
BY ORDER OF THE COURT UNITED STATES DISTRICT COURTWesternDistrictofTexas-AustinDivision
URL: www.GPBSecuritiesSettlement.com
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SOURCE United States District Court, Western District of Texas, Austin Division
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