UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September
10, 2018
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Life Partners Position Holder Trust
Life Partners IRA Holder Partnership, LLC
(Exact name of registrants as specified in its
charter)
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Texas
Texas
(State or Other Jurisdiction of Incorporation)
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000-55783
000-55784
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81-6950788
81-4644966
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(Commission
File Number)
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(I.R.S. Employer
Identification Nos.)
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2001 Ross Avenue, Suite 3600
Dallas, Texas
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75201
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(Address of Principal Executive Offices)
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(Zip Code)
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(214) 698-7893
(Registrants’ Telephone Number, Including Area
Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last
Report)
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrants are emerging growth companies
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth companies ☐
If
emerging growth companies, indicate by check mark if the
registrants have elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Section 5 – Corporate Governance and Management
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 10, 2018, Eduardo Espinosa, as trustee ("Trustee") of
Life Partners Position Holder Trust ("Position Holder Trust") and
as manager ("Manager") of Life Partners IRA Holder Partnership, LLC
("IRA Partnership" or "Partnership"), appointed and the Governing
Trust Board (the "Board") of the Position Holder Trust approved the
appointment of Wayne Williams as the Chief Financial Officer
(principal financial officer and principal accounting officer) of
the Position Holder Trust and Partnership, effective September 10,
2018, through the Position Holder Trust’s and
Partnership’s consulting relationship with Armanino LLP, an
audit, tax, consulting and business management firm
(“Armanino”). Mr. Williams’ professional effort
and focus will be concentrated on the Position Holder Trust and
Partnership; however, he will continue to be employed by Armanino.
Mr. Espinosa will continue to serve as the principal executive
officer of the Position Holder Trust and Partnership.
Mr.
Williams, age 47, has over 25 years of financial and audit
experience for public and private clients. Armanino LLP is the
largest independent accounting and consulting firm based in
California and one of the largest firms in the United States.
Armanino provides an integrated set of audit, tax, consulting,
business management and technology solutions to companies in the
U.S. and globally. Armanino extends its global services to more
than 100 countries through its membership in Moore Stephens
International Limited—one of the world's major accounting and
consulting membership organizations. Since 2014, Mr. Williams
served as the founder and partner of Geaux Enterprises, LLC, a
company providing accounting and business consulting services
including accounting, internal audit, initial public offering
readiness, buy side due diligence, post-merger integration,
strategic planning and business optimization to middle market
companies. Additionally, since 2014, Mr. Williams collaborated with
the founder of Fuel Group Holdings, LLC as the Executive Vice
President-Chief Financial Officer to create a virtual fuel
distribution company. From 2010 to 2014, Mr. Williams was a Partner
at Crowe Horwath, LLP and served as the Partner-In-Charge of the
Audit for the Dallas, Texas office. From 2006 to 2010, Mr. Williams
was a Partner at BDO USA, LLP (“BDO”) in Dallas, Texas.
From 2003 to 2006, Mr. Williams was a Senior Manager for BDO. From
2002 to 2003, Mr. Williams served as the Director Financial
Reporting for Safety-Kleen, establishing and operating the
financial reporting department of a $1 billion dollar company. From
1998 to 2002, Mr. Williams served as Senior Manager/Manager at
PricewaterhouseCoopers, LLP (“PWC”). From 1993 to 1998,
Mr. Williams served as Senior Associate/Associate at PWC. Mr.
Williams received his Bachelor of Science in Management, with a
specialization in accounting from Tulane University.
The
Position Holder Trust and the IRA Partnership engaged Armanino
pursuant to that certain engagement letter with Travis Wolff, dated
December 21, 2016. Armanino acquired Travis Wolfe effective January
1, 2017. The Position Holder Trust and the IRA Partnership renewed
Armanino’s engagement by letter agreement dated January 22,
2018. Armanino will provide the Position Holder Trust and the
Partnership with the services of Mr. Williams for consideration of
$400 per hour. The agreement among the Position Holder Trust, IRA
Partnership and Armanino may be terminated by any of the parties at
any time upon 30 days written notice to the other parties. There
are no related party transactions between the Position Holder Trust
or the IRA Partnership and Mr. Williams. There are no family
relationships between the Position Holder Trust or the IRA
Partnership and Mr. Williams.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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LIFE PARTNERS POSITION HOLDER TRUST
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Date:
September 14, 2018
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By:
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/s/
Eduardo S. Espinosa
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Eduardo
S. Espinosa
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Trustee
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LIFE PARTNERS IRA HOLDER PARTNERSHIP, LLC
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Date:
September 14, 2018
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By:
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/s/
Eduardo S. Espinosa
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Eduardo
S. Espinosa
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Manager
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