Investment Manager Eden Rock Financial Sues Hedge Fund Stillwater Capital and Gerova Financial Group in New York State Supreme Court for Fraudulent Conveyance, Fraud and Breach of Contract in Connection with Plan to Achieve Liquidity in Stillwater Funds
Hedge Fund Law Report
Plaintiffs Eden Rock Finance Fund, L.P., Eden Rock Finance Master Limited and Eden Rock Unleveraged Finance Master Limited (together, Eden Rock) had invested about $29 million with defendant hedge funds Stillwater Asset Backed Offshore Fund Ltd. (Stillwater Offshore) and Stillwater Asset Backed Fund II, LP (Stillwater Onshore), both of which were feeder funds for Stillwater Asset Backed Fund LP (Master Fund). Commencing in August 2008, Eden Rock sought to redeem all of its interests in the Stillwater funds. Although Stillwater repeatedly promised Eden Rock redemption in cash, no redemption payments were ever made. In December 2009, Stillwater Offshore proposed to redeem Eden Rock’s interests in that fund by a payment in kind. It purported to issue to Eden Rock participation certificates in the underlying assets held by the Master Fund. It also promised that Eden Rock would receive a 10% return of principal from those assets, in liquid funds, each quarter. No principal was ever returned. In January 2010, all the assets of the Master Fund were acquired by defendant Gerova Financial Group Ltd. (Gerova), a publicly traded company, in exchange for an indeterminate number of Gerova’s shares. Those shares were supposed to be registered for public trading in the U.S. but, in fact, they were never registered. In addition, an audit of the acquired portfolio revealed accounting irregularities and Gerova’s auditors refused to issue an opinion as to the value of the acquired assets. After management upheavals at Gerova, the New York Stock Exchange suspended trading in its shares in February 2011. Eden Rock has now sued Gerova, Stillwater Onshore, Stillwater Offshore and various affiliates. We summarize Eden Rock’s allegations.