# WHITE OAK MERCHANT PARTNERS LLC X-17A-5 (2020-08-28) — Broker-dealer annual report - Company: WHITE OAK MERCHANT PARTNERS LLC - Form: X-17A-5 - Filed: 2020-08-28 - Period: 2020-06-30 - Accession: 0001356558-20-000004 - CIK: 1356558 - File #: 8-67283 - Material weakness: No - Auditor: Spicer Jeffries LLP - Auditor location: Denver, CO - Contact: Andre Hakkak - Phone: 415-644-4117 - Signed by: Andre Hakkak (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1356558/000135655820000004/WOMP20PUBLIC.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES ANDEXCHANGECOMMISSION Washington, D.C. 20549 OMB APPROVAL 0MB Number; 3235-0123 Expires: August 31,2020 Estimated average burden hours per response 12.00 # ANNUAL AUDITED REPORT FORM X-17A-5 PART III | SEC FILE NUMBER | |-----------------| | 8-67283 | FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | REPORT FOR THE PERIOD BEGINNING'' | ;07/01/2019 | | ^nbendino06/30/2020 | | | |--------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|---------|-------------------------------------------------|--|--| | | MM/DD/YY | | MM/DD/YY | | | | | A. REGISTRANT IDENTIFICATION | | | | | | NAME OF BROKER-DEALER: White Oak Merchant Partners, LLC | | | OFFICIAL USE ONLY | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM I.D. NO. | | | | 3 Embarcadero Center, Suite 540 | | | | | | | | (No. and Street) | | | | | | San Francisco | CA | | 94111 | | | | (City) | (State) | | (Zip Code) | | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Andre Hakkak | | | (415)644-4117
(Area Code - Telephone Number) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report*
Spicer Jeffries, LLP | | | | | | | | (Name - if individual, state last, first, middle name) | | | | | | 4601 DTC Blvd, Suite 700 | Denver | CO | 80237 | | | | (Address) | (City) | (State) | (Zip Code) | | | | CHECK ONE:
/
Certified Public Accountant
Public Accountant
Accountant not resident in United States or any of its possessions. | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | | \* Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240.17a-5 (e)(2) > Potential persons who are to respond to the collection of Information contained In this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1410 (11-05) {1}------------------------------------------------ # OATH OR AFFIRMATION #### I. Andre Hakkak ্রিকেট বিশ্ববিদ্যালয়ের মাধ্যমে বা ﺍﻟﻤﺴﺎﻋﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ a marka masa ka masa ka ﺍﻟﻤﻮﺍﻗﻊ ﺍﻟﻤﺴﺎﻋﺪ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘ ्र सम्मान की संस्थान के साथ से स्थान के साथ से स्थान के बाद में बाद में बाद में बाद में में में में में में में में में में में में में में में में में में में में में में म ుండా గాడు వ్రీ కాలయ శ్రీ స్టే ﺍﻟﻤﺴﺎﻋﺪ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘ ﺍﻟﻤﺴﺎﻋﺪ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘ and the swear (or affirm) that, to the best of a sama a marka da ka አስተዋል። የአማርኛ ምሳሌ ነው። ትርጉሙ ያልተተ ਾ ਸੀ। ਅਤੇ ਉਸ ਦੀ ਇਸ ਦੇ ਸਿੰਘ ਸਾਰ my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of White Oak Merchant Partners, LLC of June 30 June 30 June 19 June 1 2020 2020 2011, are true and correct. I further swear (or affirm) that of 'unle oo classified solely as that of a customer, except as follows: Signature Chief Executive Officer Title - LEE FRASEK SHONTZ Notary Public - California Notary Public Hevada County Commission # 223689 This report \*\* contains (check all applicable boxes): Comm. Expires May 2, 2 (a) Facing Page. 7 (b) Statement of Financial Condition. (b) Statement of Income (Loss) or, if there is other comprehensive in the period(s) presented, a Statement Statement of Income (as defined in §210.1-02 of Regulation S-X). (d) Statement of Changes in Financial Condition. (d) Statement of Changes in Stockholders' Equity or Partners' on Sole Propitetors' Capital (e) Statement of Changes in Stockholders' Equity of Creditors of Creditors (e) Statement of Changes in Liabilities Subordinated to Claims of Creditors. (g) Computation of Net Capital. B (g) Computation of Net Capital. (h) Computation for Determination of Reserve Requirements IInder Rule 1563-3 S ((h) Computation for Determination or Control Requirements Under Rule 15c3-3 (i) Information Relating to the Possession or Control RequirementSion of Net Conta \_ A Recorciliation, including appropriate eserve Requirements Under Exhibit A on Rule 150-3 Computation for Determination of the Reserverdings of Financial Condition with respect to methods of and the may be and the county of the county of the count consolidation. (1) An Oath or Affirmation. a marka marka masa mara mara mar > (m) A copy of the SIPC Supplemental Report. (n) A copy of the SIPC Supplemental Report. (n) . A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. \*\* For conditions of confidential treatment of certain portions of this filing, see section 240.17a-5(4)(3). ar and the many the services and the provinsion of the comments of the comments of the comments of the count ing the states of the comments of the comments of the comments o ្រី ប្រទេស និង ស្រុក និង ប្រទេស និង ប្រទេស និង ប្រទេស និង ប្រ માં આવેલા ગુજરાત રાજ્યના ઉત્તર પ ﺍﻟﻤﺴﺎﻋﺪ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘ ి సంఖ్య 2017 ﻲ ﺍﻟﻤﻠﻚ ﺍﻟﻤﺘﺤﺪﺓ ల్, ఇంద్ర గ్రామం నుండి 10 కి.మీ. దూర an {2}------------------------------------------------ # CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ﺍﻟﻤﺴﺘﻘﻠﺔ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘ # CIVIL CODE § 1189 | document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. | A notary public or other officer completing this certificate verfies only the individual who signed the | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | State of California | | | County of | | | On frugust 26, 2020 before me, 102 Fraser Shinate, Notary Public | | | | Here Insert Name and Title of the Officer | | personally appeared _ 1 ware + | | | | Name(s) of Signer(s) | | | who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is/are | | | subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), | | or the entity upon behalf of which the person(s) acted, executed the instrument. | | | | I certify under PENALTY OF PERJURY under the laws | | | of the State of California that the foregoing paragraph | | LEE FRASER SHONTZ | is true and correct. | | Notary Public - California
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Signer Is Representing: | @2014 National Notary Association · www.NationalNotary.org · 1-800-US NOTARY (1-800-876-6821) {3}------------------------------------------------ ## WHITE OAK MERCHANT PARTNERS, LLC FINANCIAL STATEMENT TOGETHER WITH SUPPORTING SCHEDULES, REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND MANAGEMENT REPORT ON EXEMPTION JUNE 30, 2020 The report is filed in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT. {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 4601 DTC BOULEVARD • SUITE 700 DENVER, COLORADO 80237 TELEPHONE: (303) 753-1959 FAX: (303) 753-0338 www ■ sp icer i e ffr i es. com # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of White Oak Merchant Partners, LLC ### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of White Oak Merchant Partners, LLC (the "Company") as of June 30, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 in conformity with accounting principles generally accepted in the United States of America. ### Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOS) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. U.^ We have served as White Oak Merchant Partners, LLC's auditor since 2019. Denver, Colorado August 27, 2020 ![](_page_4_Picture_12.jpeg) {5}------------------------------------------------ ## WHITE OAK MERCHANT PARTNERS, LLC Statement of Financial Condition JUNE 30. 2020 | Assets | | |---------------------------------------|---------------| | Cash | \$
101,554 | | Prepaid Expenses | 3,854 | | Other Receivables | 1,095 | | Total assets | \$
106,503 | | Liabilities and Member's Equity | | | Accounts payable and accrued expenses | 15,489 | | Member's equity | 91,014 | | Total liabilities and member's equity | 106,503 | See Accompanying Notes to Financial Statement {6}------------------------------------------------ ### 1. Business and Summary of Significant Accounting Policies #### Business White Oak Merchant Partners, LLC (the "Company") is a California Limited Liability Company formed on December 5, 2005. The Company is registered with the Securities and Exchange Commission as a securities broker-dealer and is a member of the Einancial Industry Regulatory Authority ("FINRA"). As a limited liability company, member's liability is limited to the amount reflected in their capital accounts. #### Basis of Presentation The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). #### Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification 606, Revenue firom Contracts with Customers ("ASC 606"). The new accounting standard, along with its related amendments, replaces the current rules-based GAAP governing revenue recognition with a principles-based approach. The Company recognizes revenue in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration the company expects to receive for those goods or services. In order to apply this core principle, the Company will apply the following five steps in determining the amount of revenues to recognize: (i) identify the contract; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the performance obligation is satisfied. Each of these steps involves management's judgment and an analysis of the material terms and conditions of the contract. Private placement transaction and service fee revenue includes fees from debt offerings and debt advisory in which the Company acts as a placement agent or advisor, respectively. Private placement transaction fee revenue is recorded upon completion of the transactions per the term of the agreements. Private placement service fee revenue is recorded when services are provided per the terms of the agreements. {7}------------------------------------------------ ### Cash The Company maintains its cash in bank deposit accounts with a commercial bank, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. ### Line of Credit On April 15, 2020, the Company's sole member. White Oak Financial LLC, renewed a line of credit agreement with a bank. The Company is listed as a borrower for the line of credit. The revised maximum borrowing for the line of credit is \$6,500,000. The line bears interest at the bank's prime lending rate less 1%, with the minimum interest rate revised at 2.75% per annum. Interest is paid quarterly. On July 16, 2020, availability under the agreement reduces to \$2,000,000. All borrowings must be paid in full at the loan's maturity date of March 1, 2021. Under the terms of the revised line of credit. White Oak Financial is required to maintain annual accrued incentive fees of not less than \$5,000,000. #### Income Taxes The Company elects to be treated as a pass-through entity for all relevant jurisdictions and therefore files informational income tax returns which attribute taxable income and taxes paid, if any, to the members. Management has concluded that the Company is not subject to income taxes in any jurisdiction and that there are no uncertain tax positions that would require recognition in the financial statements. Accordingly, no provision for income taxes is reflected in the accompanying financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. Management's conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. #### Use of Estimates The process of preparing financial statements in conformity with US Generally Accepted Accounting Principles requires the use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. {8}------------------------------------------------ # New Accounting Pronouncement - ASC 842 Leases In February 2016, the Financial Accounting Standards Board ("FASB") published Accounting Standards Update No. 2016-02, Leases ("ASC 842"). The new accounting standard is applied to operating leases with a term greater than 12 months and requires lessee's to recognize (i) their obligations to make lease payments as a liability (the "lease liability"), initially measured at the present value of the lease payments, and (ii) their ability to use the leased property as a corresponding asset (a "right-of-use asset"). Although the economic or legal characteristics of these leases are not altered, the impact on the presentation of assets and liabilities on financial statements may be material. Also, as a broker-dealer registered with the Securities and Exchange Commission ("SEC") and Financial Industry Regulatory Authority ("FINRA"), the Company is subject to SEC Rule 15C3-1, the Net Capital rule, under which the lease asset would be recorded as a non-allowable asset and the associated liability would be recorded as aggregate indebtedness, both of which could have a materially negative effect on Net Capital computed under SEC Rule 15c3-I. On May 31, 2016, the Securities Industry and Financial Markets Association ("SIFMA") requested relief from the SEC from the net capital impact of the lease capitalization required under ASC 842. On November 8, 2016, the SEC issued a "no action" letter permitting broker-dealers to add back to Net Capital the operating lease asset to the extent of the associated operating lease liability. If the value of the operating lease asset exceeds the value of the associated operating lease liability, the amount by which the asset's value exceeds the associated lease liability must be deducted for net capital purposes. The new guidance provided by ASC 842 may not materially impact the Company's presentation of assets and liabilities, and the relief provided by the SEC "no action" letter will substantially negate the effect of its application on the Company's Net Capital; however management notes changes to the disclosures based on the additional requirements prescribed by ASC 842. These new disclosures include information regarding the judgments used in determining the present value of lease payments and the corresponding value of the right-of-use asset. The lease is not in the name of the Company, but is in the name of the Parent. An expense sharing agreement has been established as described in Note 4 below. #### 2. Indemnification The Company enters into contracts that contain a variety of indemnifications for which the maximum exposure is unknown but for which management expects the risk of loss, if any, to be remote. The Company has no current claims or losses pursuant such contracts. {9}------------------------------------------------ #### 3. Net Capital Requirements The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-l), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At June 30, 2020, the Company had net capital of \$86,065 which was \$81,065 in excess of its required net capital of \$5,000. The Company's aggregate indebtedness to net capital ratio was .1800 to 1. The Company claims an exemption from Rule 15c3-3 pursuant to Rule 15c3-3(k)(2)(i) and therefore is not subject to the reserve requirements ofRule 15c3-3. #### 4. Related Party Transactions Effective August 2015, the Company had verbally revised the previously entered into expense sharing agreement with an affiliate, WhiteOak Global Advisors, LLC (" WOGA"). Both WOGA and Company are wholly owned by White Oak Financial, LLC. Under the terms of this Agreement, WOGA has agreed to pay all ordinary operating costs attributable to the activities of the Company, including office rent, utilities, information technology infrastructure, printing fees, and telephone fees. The revised expense sharing agreement was formally memorialized on December 1,2015. During the year ended June 30, 2020, the Company incurred expenses in the amount of \$2,047 which were paid by a related party. White Oak Global Advisors. At June 30,2020 \$1,997 was payable to the related party which is included in accounts payable and accrued expenses in the accompanying statement of financial condition. From time to time. White Oak Merchant Partners' affiliated entities participate in deals for which the Company acts as a broker-dealer. In such instances, the Company does not earn fees for the participation of affiliated entities. The Company provides advisory and placement agent services to clients for private debt offerings where funds and separately managed accounts advised by WOGA may act as lenders to the Company's clients. During the year ended June 30, 2020, the Company did not earn service fees from advisory services to clients advised by WOGA. #### 5. Contingencv From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company's financial position. On March 5, 2016, Intrepid Investments, LLC ("Intrepid") instituted an action in the Court of Chancery of the State of Delaware captioned Intrepid Investments, LLC - V. - London Bay Capital, {10}------------------------------------------------ ## Contingency (continued) LLC, London Bay Fund 1, LLC, London Bay -TSS Acquisition Company, LLC, London Bay - TSS Holding Company, LLC, Olayan America Corporation, Crel Investments Limited, CREL/Oak, LLC, KHL Limited Lone Star SPV I, LLC, LS Holdings Group, LLC, LBCDLF, LLC, Selling Source Investment Company, LLC, Derek Craig Lafavor Living Trust, DLF Services, Inc., White Oak Global Advisors, LLC, White Oak Merchant Partners, LLC, White Oak Strategic Master Fund, L.P., Full Circle Capital Corporation, Sam Humphreys, Alton Irby, Douglas Tulley, Michael Levin, David Kostman, Glenn Mckay, Derek Lafavor, and Michael Brant, Civil Action No. 12077-VCS. The suit alleges that the officers and as majority owners of Selling Source, LLC, engaged in a set of transactions that harmed minority owner Intrepid. Intrepid alleges that White Oak Global Advisors, White Oak Merchant Partners, and White Oak Strategic Master Fund, as lenders to certain of the majority owners, knowingly participated in some of these transactions and are therefore liable. White Oak does not believe that White Oak Merchant Partners or White Oak Strategic Master Fund were at all involved in the conduct at issue. Delaware counsel has been identified, and all White Oak parties filed motions to dismiss all claims against them. After the motion to dismiss had been filed. Intrepid filed a second amended complaint, which the White Oak defendants again moved to dismiss in its entirety. On June 21, 2019, Intrepid filed a third amended complaint, and the White Oak defendants made a third motion to dismiss, which was ftilly briefed on December 20, 2019. Oral argument is scheduled for September 16, 2020. White Oak Global Advisors, LLC is fully insured for such litigation, and, in any event, we believe even a negative outcome in this litigation would not have an adverse, material impact on the financial condition of White Oak Merchant Partners, LLC. ### 6. COVID-19 In March 2020, the World Health Organization has declared COVID-19 to constitute a "Public Health Emergency of Intemational Concern." This pandemic has disrupted economic markets and the economic impact, duration, and spread of the COVID-19 virus remains uncertain at this time. This may have an effect on business, but it cannot be estimated at this time. ### 7. Subsequent Events The Company has performed an evaluation of subsequent events through the date the financial statements were issued. The evaluation did not result in any subsequent events through required disclosures and/or adjustments. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.